AMERICAN CENTURY MUTUAL FUNDS INC
N-30D, 1997-12-29
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                                     ANNUAL
                                     REPORT

                             [american century logo]
                                    American
                                 Century(reg.sm)


                                OCTOBER 31, 1997

                                    TWENTIETH
                                     CENTURY
                                      GROUP

                                     Select
                                    Heritage
                                     Growth


                                TABLE OF CONTENTS

Report Highlights ..........................................................   1
Our Message to You .........................................................   2
Market Perspective .........................................................   3
Select
   Performance & Portfolio Information .....................................   4
   Management Q & A ........................................................   5
   Schedule of Investments .................................................   8
   Financial Highlights ....................................................  32
Heritage
   Performance & Portfolio Information .....................................  11
   Management Q & A ........................................................  12
   Schedule of Investments .................................................  15
   Financial Highlights ....................................................  35
Growth
   Performance & Portfolio Information .....................................  18
   Management Q & A ........................................................  19
   Schedule of Investments .................................................  22
   Financial Highlights ....................................................  38
Statements of Assets and Liabilities .......................................  25
Statements of Operations ...................................................  26
Statements of Changes in Net Assets ........................................  27
Notes to Financial Statements ..............................................  28
Independent Auditors' Report ...............................................  41
Proxy Voting Results .......................................................  42
Share Class and Retirement
Account Information ........................................................  45
Background Information
   Investment Philosophy and Policies ......................................  46
   Comparative Indices .....................................................  46
   Investment Team Leaders .................................................  46
Glossary ...................................................................  47

    American  Century  Investments  offers you nearly 70 fund  choices  covering
stocks, bonds, money markets,  specialty investments and blended portfolios. We'
ve organized our funds into three distinct groups, based on investment style and
objectives, to help simplify your fund decisions. These groups appear below.

                 AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- --------------------------------------------------------------------------------
       BENHAM               AMERICAN CENTURY         TWENTIETH CENTURY (reg.tm)
    GROUP (reg.tm)               GROUP                     GROUP
- --------------------------------------------------------------------------------
  MONEY MARKET FUNDS       ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS       BALANCED FUNDS         INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS      SPECIALTY FUNDS
- --------------------------------------------------------------------------------
                                                          Select
                                                         Heritage
                                                          Growth

We welcome your comments or questions about this report.

See the back cover for ways to contact us by mail, phone or e-mail.

Twentieth  Century and American Century are registered marks of American Century
Services Corporation.

Benham Group is a registered mark of Benham Management Corporation.

                                                    AMERICAN CENTURY INVESTMENTS


                               REPORT HIGHLIGHTS

MARKET PERSPECTIVE

* The U.S. stock market  produced  strong gains during the period,  with the S&P
500 returning 32.10% for the year ended October 31, 1997. The S&P MidCap

* Large  companies  performed  well in the first half of the year,  but investor
sentiment shifted to small- and mid-cap companies in the second half.

* Low interest  rates,  a strong dollar and low inflation were among the factors
driving market performance.


SELECT

* Select's  Investor  Class  posted a 27.89%  return  for the fiscal  year ended
October 31,  1997.  Select  matched the S&P 500 through  October 31,  1997,  but
lagged  the index in late  1996  when  profit-taking  and the  market's  move to
defensive stocks hurt some of Select's technology holdings.

 * Fund performance  benefited from substantial  holdings in pharmaceutical  and
energy  companies,  but was mildly  dampened by the somewhat  slower earnings of
several technology companies.

* Holdings  in energy  companies  were  decreased  and  positions  in  insurance
companies were increased.


HERITAGE

* Heritage's  Investor  Class  posted a 29.56%  return for the fiscal year ended
October  31,  1997.  It  produced a modest 4.8% return for the first half of the
year, but nearly quintupled that return in the latter half.

* The fund's investments in smaller-cap  companies proved to be a benefit in the
third quarter,  when investors turned to more aggressive companies that reported
strong second-quarter profits.

*  Performance  also was boosted by holdings in several  computer  and  computer
services companies that performed well.

* Shareholders  approved a proposal to allow fund managers to invest more of the
fund's assets in non-dividend paying companies,  leading to an increase in these
stocks.


GROWTH

* Growth's  Investor  Class  posted a 27.85%  return for the fiscal  year ending
October 31, 1997.  The fund's 21.61% gain for the second half of the fiscal year
outpaced the S&P 500's 15.14% return in the same timeframe.

* Returns  were lifted by the fund's  substantial  weighting  in the  technology
sector,  and its  investments  in  pharmaceutical  and insurance  companies also
contributed to performance.

* The average size of the companies in Growth's portfolio remained significantly
higher than it was 18 months ago.

                                    SELECT

                               INVESTOR CLASS(1)

TOTAL RETURNS:                                AS OF 10/31/97
     6 Months                                          15.26%(2)
     1 Year                                            27.89%

NET ASSETS:                                      $4.8 billion

     (AS OF 10/31/97)

INCEPTION DATE:                                      6/30/71(3)

TICKER SYMBOL:                                         TWCIX


                                   HERITAGE

                               INVESTOR CLASS(1)

TOTAL RETURNS:                                AS OF 10/31/97
     6 Months                                          23.63%(2)
     1 Year                                            29.56%

NET ASSETS:                                      $1.3 billion

     (AS OF 10/31/97)

INCEPTION DATE:                                     11/10/87

TICKER SYMBOL:                                        TWHIX

                                    GROWTH

                               INVESTOR CLASS(1)

TOTAL RETURNS:                                AS OF 10/31/97
     6 Months                                          21.61%(2)
     1 Year                                            27.85%

NET ASSETS:                                                       $5.1 billion

     (AS OF 10/31/97)

INCEPTION DATE:                                                     6/30/71(3)

TICKER SYMBOL:                                                           TWCGX

(1) See Share Classes, page 45.

(2) Not annualized.

(3) This inception date corresponds with the management company's implementation
of its current investment practices.

Many of the investment  terms in this report are defined in the Glossary on page
47.

ANNUAL REPORT                                     REPORT HIGHLIGHTS     1


                              OUR MESSAGE TO YOU

             [James E. Stowers, Jr. and James E. Stowers III photo]

    The stock  market's  bull run continued in 1997,  although  there were a few
stumbles.  In April,  markets  dipped  following  the  Federal  Reserve  Board's
decision to raise  short-term  interest  rates. In August,  several  widely-held
companies  announced  earnings   disappointments   and,  in  October,   currency
devaluations  in southeast  Asia rumbled  through  markets  worldwide.  The U.S.
market rebounded after each period of turbulence,  as the underlying strength of
the economy supported a continued advance in stock prices.  Despite fallout from
Asian markets,  there are many reasons to believe strong stock  performance will
continue.  Fundamental  indicators  of the U.S.  economy's  health remain solid,
providing an environment  for companies to build  earnings while  surrendering a
smaller percentage of their gains to inflation.

    In 1998,  American  Century  will enter its 40th year, a landmark few mutual
fund  companies  can claim.  During the 1990s,  we have  broadened  our range of
investment choices dramatically. Today, American Century offers nearly 70 funds,
enabling us to meet a wide array of investor objectives.

    The  company's   tradition  of  creating  new  opportunities  for  investors
continued  in July,  when we announced  that J.P.  Morgan had agreed to become a
significant  minority  shareholder in American Century. For more than 150 years,
J.P. Morgan has served  institutions,  governments and individuals  with complex
financial needs.  Within the framework of this proposed  relationship,  American
Century  will  continue  to operate as an  independent  company.  Our  corporate
management  team will remain the same, and the Stowers family will retain voting
control of the company.  This  proposed  business  partnership  will allow us to
expand and enhance the investment tools and services we provide investors.

    Another issue we began to address in 1997 was year 2000 compatibility.  Many
of the world's computer systems are at risk because they cannot  distinguish the
year 2000 from the year 1900. A team of computer professionals is reviewing each
of American  Century's systems and programs to identify and fix those that could
cause problems. We expect our computer systems to be fully in compliance on this
issue by the end of 1998.

    These are interesting times to be in the mutual fund industry, whether as an
investor or a CEO.  Some  analysts  see  inflation  on the  horizon.  Others see
deflation,  as global competition forces prices downward.  Meanwhile,  investors
enjoy  new  choices  when  investing  for  retirement,  including  the  expanded
opportunities  provided by the Taxpayer Relief Act of 1997.  Whatever your needs
or  outlook,  we hope you will give us an  opportunity  to help you  reach  your
financial goals.

Sincerely,


/s/James E. Stowers, Jr.
James E. Stowers, Jr.
CHAIRMAN OF THE BOARD AND FOUNDER

/s/James E. Stowers III
James E. Stowers III
CHIEF EXECUTIVE OFFICER


2     OUR MESSAGE TO YOU                     AMERICAN CENTURY INVESTMENTS


                              MARKET PERSPECTIVE

U.S. STOCK MARKET PERFORMANCE
Growth of $1.00 of $1.00 for the year ended October 31, 1997

[line graph - data below]
              S&P 500     S&P 400    Russell 2000

Oct 31, 96      1          1            1
Nov 30, 96      1.07      1.06        1.04
Dec 31, 96      1.06      1.06        1.07
Jan 31, 97      1.12      1.1         1.09
Feb 28, 97      1.13      1.09        1.06
Mar 31, 97      1.08      1.04        1.01
Apr 30, 97      1.15      1.07        1.02
May 31, 97      1.21      1.16        1.13
Jun 30, 97      1.27      1.2         1.18
Jul 31, 97      1.37      1.31        1.23
Aug 31, 97      1.29      1.31        1.26
Sep 30, 97      1.37      1.39        1.35
Oct 31, 97      1.32      1.33        1.29

Value on 10/31/97

S&P 500 $1.32

S&P MidCap 400 $1.33

Russell 200 $1.29

Comparative One-Year Returns for the year ended October 31, 1997

      S&P 500                                           32.10%

      S&P MidCap 400                                    32.67%

      Russell 2000                                      29.33%

      SOURCE: LIPPER ANALYTICAL SERVICES, INC.


THE YEAR IN REVIEW

    On October 31, 1997,  the U.S.  economic  expansion  completed its eightieth
month,  making it the third longest since World War II. A 106-month-long  period
of sustained  economic  growth in the 1960s is the record holder,  followed by a
92-month  spell in the 1980s.  What  differentiates  the recent  expansion  from
earlier  ones is low  inflation,  with an  average  annual  rate of just over 2%
during the decade and just 1.8% for the 10 months of 1997. Wage pressure,  a key
component of inflation,  has yet to materialize  despite the lowest unemployment
rates since the early 1970s.  U.S.  corporations  have used  restructurings  and
technological advances to increase productivity more rapidly than the demand for
labor.  In the absence of  inflationary  pressure,  interest rates have remained
low,  reducing  corporate  borrowing  costs. As a result,  profit margins are at
their highest levels since 1969 and the economy has benefited  greatly.  It grew
at a torrid  annual  pace of 4.9% in the first  quarter of 1997,  the  strongest
quarter  in more  than  nine  years.  Growth in the  second  and third  quarters
remained strong, at annual rates of 3.3% each quarter.

THE MARKETS

    The stock market reflected this period of economic growth,  with all sectors
showing robust  returns.  The chart above captures the market's climb during the
year ended October 31, 1997. Although the indices had a strong showing, the ride
was not smooth,  with levels of volatility  and volumes of shares traded setting
records in August and  October.  Whereas  the S&P 500 was far ahead of the other
indices at April 30, 1997, the gap had closed six months later.

    A handful of large,  multinational stocks continued their two-year dominance
of the market until  August,  when  Coca-Cola  and Gillette  announced  earnings
disappointments.  Other large  companies  followed  with similar  announcements,
leading  to an  abrupt  halt in the  market's  relentless  upward  march and the
outperformance of large stocks. The S&P 500 Index was down 5.8% for the month of
August.

    Stock  prices  resumed  their move up in  September;  however,  the gains of
small- and mid-cap  stocks  exceeded  those of large  caps.  October saw another
reversal as the market reacted to news of currency devaluations across southeast
Asia. Those devaluations sent market indices plummeting in such emerging markets
as Thailand,  Malaysia and Singapore.  U.S.  investors  started paying attention
when the panic  selling  reached  Hong Kong and  European  markets.  The S&P 500
dropped 3.45% in October,  the S&P MidCap 400 dropped 4.35% and the Russell 2000
fell 4.39% amid fears that the sell-off  overseas  would  translate into reduced
corporate profits for U.S. multinational companies in 1998.

    The relative  outperformance  of medium- and  small-cap  stocks later in the
year  resulted  from  several  factors.  These  companies'  profits  are  not as
dependent on foreign trade as the profits of larger  companies;  small companies
were not tainted by the earnings  disappointments that hurt the large-cap sector
over the summer and small-cap prices had reached very attractive levels relative
to earnings, positioning them for a strong rebound.

ANNUAL REPORT                                    MARKET PERSPECTIVE       3


                                    SELECT

 TOTAL RETURNS AS OF OCTOBER 31, 1997(1)

                             AVERAGE ANNUAL RETURNS
           6 MONTHS   1 YEAR    3 YEARS    5 YEARS    10 YEARS      LIFE OF FUND

- --------------------------------------------------------------------------------

 INVESTOR CLASS (inception 6/30/71)(2)

Select .... 15.26%    27.89%     20.77%    14.79%      13.64%          16.99%

S&P 500 ... 15.14%    32.10%     27.45%    19.82%      17.13%          12.97%

- --------------------------------------------------------------------------------

 ADVISOR CLASS (inception 8/8/97)

Select .............................................................. -2.57%

S&P 500 ............................................................. -1.61%

- --------------------------------------------------------------------------------

 INSTITUTIONAL CLASS (inception 3/13/97)

Select    15.38% .................................................... 18.93%

S&P 500   15.14% .................................................... 17.40%

- ----------
(1) RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.

(2) THIS INCEPTION DATE CORRESPONDS WITH THE MANAGEMENT COMPANY'S IMPLEMENTATION
OF ITS CURRENT INVESTMENT PHILOSOPHY AND PRACTICES.


See  pages  45,  46  and  47 for  more  information  about  share  classes,  the
comparative indices and returns.


[mountain chart - data below]

VALUE ON 10/31/97:
    $352,088    SELECT INVESTORS
    $211,523    S&P 500 INDEX

DATE    ACCT VALUE     RETURN     ACCT VALUE     RETURN

                    SELECT              S&P 500
Oct 31, 77    10000        -       10000
Oct 31, 78    13593      0.3593    10629    0.0629
Oct 31, 79    17947      0.7947    12256    0.2256
Oct 31, 80    32409      2.2409    16192    0.6192
Oct 31, 81    33947      2.3947    16281    0.6281
Oct 31, 82    43276      3.3276    18939    0.8939
Oct 31, 83    63356      5.3356    24220    1.422
Oct 31, 84    57483      4.7483    25746    1.5746
Oct 31, 85    69534      5.9534    30726    2.0726
Oct 31, 86    94658      8.4658    40911    3.0911
Oct 31, 87    97946      8.7946    43506    3.3506
Oct 31, 88    105114     9.5114    49960    3.996
Oct 31, 89    139379    12.9379    63084    5.3084
Oct 31, 90    136542    12.6542    58342    4.8342
Oct 31, 91    173489    16.3489    77886    6.7886
Oct 31, 92    176554    16.6554    85621    7.5621
Oct 31, 93    215766    20.5766    98366    8.8366
Oct 31, 94    199863    18.9863    102173    9.2173
Oct 31, 95    229882    21.9882    129103    11.9103
Oct 31, 96    275299    26.5299    160123    15.0123
Oct 31, 97    352088    34.2088    211523    20.1523

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original  cost.  Data quoted is for Investor Class only;  performance  for other
classes will vary due to differences  in fee  structures  (see the Total Returns
table above).

The line representing Select's total return includes operating expenses (such as
transaction  costs and  management  fees) that reduce  returns,  while the total
return line of the S&P 500 does not.


PORTFOLIO AT A GLANCE

                                               10/31/97       10/31/96

Number of Companies                               86             77

Median Price/Earnings Ratio                       24.4          24.6

Portfolio Turnover
                                                  94%           105%

Expense Ratio (for Investor Class)              1.00%          1.00%


4       SELECT                                 AMERICAN CENTURY INVESTMENTS


                                    SELECT

MANAGEMENT Q&A

    An interview with Jean Ledford, portfolio manager on the Select investment
team. Note: all fund returns referenced in this interview are for investor class
shares.

How did Select perform?

    For the year ended  October  31,  1997,  Select  performed  well,  returning
27.89%..The  fund  continued  to benefit  from a bull market in which  investors
favored the stocks of larger  companies.  These  companies have prospered in the
face of low interest rates, a strong dollar and low inflation.

    The S&P 500's total return for the year ended October 31, 1997,  was 32.10%.
Select's underperformance versus the S&P 500 occurred in late 1996. As explained
in the  April  30,  1997,  semiannual  report,  Select  held  several  large-cap
technology  and retail stocks that suffered  price  declines in the wake of 1996
year-end profit taking.  The fund's calendar  year-to-date  25.05% return (as of
October  31,  1997)  closely  tracked  the S&P 500's  25.11%  gain over the same
period.

What sectors or  individual  stocks helped boost the fund's  returns  during the
period?

    Some of the fund's  best-performing  stocks were in the  pharmaceutical  and
energy  industries.  Select held  substantial  weightings in drug  manufacturers
(more than 12% of fund assets at the end of the period) that  included Eli Lilly
&  Co.,   Warner-Lambert  Co.  and  Pfizer,  Inc.  All  three  companies  reaped
significant  benefits  from the release or  announcement  of new  products.  Eli
Lilly's  margins  continued  to rise  from  sales of  Zyprexa,  a  schizophrenia
medication  that was  approved in late 1996 and racked up sales of $200  million
during the first half of 1997 alone.  Lilly also  expects to benefit  from a new
osteoporosis  drug that is  currently  awaiting FDA  approval.  Warner-Lambert's
profits were similarly lifted by the sales of Rezulin, a

[SELECT BAR CHART - data below]

SELECT'S ONE-YEAR RETURNS OVER 10 YEARS (Periods ended October 31)

          SELECT         S&P 500
10/88      7.31%          14.83%
10/89     32.59%          26.27%
10/90     -2.03%          -7.52%
10/91     27.05%          33.50%
10/92      1.76%           9.93%
10/93     22.20%          14.89%
10/94     -7.37%           3.87%
10/95     15.02%          26.36%
10/96     19.76%          24.03%
10/97     27.89%          32.10%

This chart  illustrates  the fund's  returns over the past 10 years and compares
them with the S&P 500's  returns.  The fund's total  returns  include  operating
expenses,  while the S&P 500's returns do not. See page 46 for a description  of
the index. Past performance is no guarantee of future results. Investment return
and principal  value will  fluctuate,  and redemption  value may be more or less
than original cost.

* Investor Class.

ANNUAL REPORT                                                SELECT      5


                                    SELECT

product for treating diabetes,  and Lipitor, a  cholesterol-reducing  medication
that the  company  is  co-promoting  with  Pfizer.  Sales of the two  drugs  are
expected to total more than $1 billion by the end of 1997.

    In the energy sector,  the fund's holdings in energy services stocks totaled
6.3% at the end of the period.  Stocks that added to performance  include Falcon
Drilling, BJ Services Company and Diamond Offshore Drilling. The energy services
industry  and these  leading  companies  continued  to benefit  from the growing
global  demand  for  oil and  gas,  as well as  advances  in  offshore  drilling
technology  that have  reduced the cost of drilling  and made  exploration  more
profitable.

What stocks were disappointing in 1997?

    We purchased the stock of Silicon Graphics (SGI) in the second quarter, when
the  company  was  demonstrating  healthy  earnings  and  revenues.   Production
bottlenecks  had  created a backlog  of demand for its  product in the U.S.  and
sales were robust. In addition, SGI was enjoying  better-than-expected  sales in
Europe.   This   unexpected   demand   abroad   led  the   company   to  release
overly-optimistic  estimates  for its  third-quarter  earnings.  Meanwhile,  the
company's  server  business,  which  had  contributed  greatly  to growth in the
preceding quarters,  slowed  significantly during the summer months. In October,
SGI announced  that  third-quarter  earnings  would be far below the  optimistic
estimates  previously  announced,  and as a result,  the stock's price  declined
substantially.

    Our holdings in Corning,  Inc., a manufacturer of optical fibers, also had a
negative  effect on the fund's  performance.  Corning has  enjoyed  consistently
strong  growth  over  the  last  five  years  and its  pricing  power  has  been
exceptionally  good. Its long-running  success is due in part to its flexibility
in stepping up production to meet increased  demand.  Rapid growth  continued to
heighten demand and Corning's  customers,  fearing a future  shortage,  began to
double- and  triple-order.  This  resulted in an  inventory  build-up,  and when
demand slowed and Corning's  customers delayed orders, the company was left with
excess inventory.

What changes did you make to the portfolio since the semiannual report?

    Although  we did not make any major  shifts  from one  industry or sector to
another, we did shift weightings within several sectors. For example, we reduced
the fund's  holdings in oil and gas  companies  by more than half as earnings in
this  sector  slowed.  On the buy  side,  we  increased  holdings  in  insurance
companies from 1.7% of assets to 4.4% because we expect these stocks to continue
to perform well in the current benign interest rate environment.

TOP TEN HOLDINGS                               % of fund investments

                                              As of             As of
                                             10/31/97          4/30/97

General Electric Co. (U.S.)                    3.5%              3.7%

Tyco International, Ltd.                       3.2%              3.3%

Eli Lilly & Co.                                2.7%              2.0%

Microsoft Corp.                                2.5%              2.9%

Procter & Gamble Co. (The)                     2.4%              3.1%

Coca-Cola Company (The)                        2.2%              2.4%

American International Group, Inc.             2.1%                --

Warner-Lambert Co.                             1.9%              1.7%

Textron Inc.                                   1.8%              2.0%

Bristol-Myers Squibb Co.                       1.8%              1.6%



TOP FIVE INDUSTRIES                            % of fund investments

                                                As of             As of
                                               10/31/97          4/30/97

Pharmaceuticals                                 12.4%             13.7%

Diversified Companies                            8.9%             11.6%

Energy (Services)                                6.3%              5.5%

Food & Beverage                                  5.9%              5.1%

Computer Software & Services                     5.5%              6.8%


6         SELECT                                    AMERICAN CENTURY INVESTMENTS


                                    SELECT

What is your outlook for the fund?

    We believe  Select will continue to benefit from changes we have made in how
the fund is  managed.  In 1995,  investors  approved  a change  that  allows the
management  team to invest up to 20% of the fund's  assets in companies  that do
not pay a dividend.  The vote  enabled the fund to  participate  in the dramatic
growth  demonstrated  by  companies  such  as  Microsoft  Corp.,  which  was the
best-performing  stock in the portfolio  during 1997, and Compaq Computer Corp.,
another very good performer.  These companies represent a significant percentage
of the S&P 500 and helped fuel its recent strong performance.

    In  addition,  we believe  that our  heightened  emphasis on  research  will
continue to enhance returns. We are allocating more resources to researching the
companies  we buy and the business  environments  in which they  operate,  which
gives us greater insight into what drives their success and whether their growth
rates are sustainable. Finally, we have attempted to reduce risk by diversifying
Select's assets more broadly across industries and sectors. We believe this will
add a measure of  additional  stability to returns in times of increased  market
volatility.

Were there any changes to Select's management team?

    Yes. Chuck Duboc, a member of the Select management team since 1994, left in
September to pursue other business interests.  However,  the fund remains in the
capable hands of a team of investment  professionals with a combined 35 years of
investment  experience.  Each analyst on the Select team  specializes in several
industries  or  sectors  and,  together,  we work to  develop  a firm  consensus
regarding the stocks we want in the portfolio.  The fund's performance this year
indicates that our team approach has been successful.

ANNUAL REPORT                                                SELECT      7


                            SCHEDULE OF INVESTMENTS

                                    SELECT

OCTOBER 31, 1997

Shares                      ($ in Thousands)                      Value
- --------------------------------------------------------------------------------
COMMON STOCKS

AEROSPACE & DEFENSE-3.2%

                   725,000  Boeing Co.                        $      34,709

                 1,510,000  Textron Inc.                             87,297

                   425,000  United Technologies Corp.                29,750
                                                              ---------------

                                                                    151,756
                                                              ---------------

BANKING-4.9%

                 1,350,000  Bank of New York Co., Inc. (The)         63,534

                   740,000  BankAmerica Corp.                        52,910

                   475,000  Chase Manhattan Corp.                    54,803

                   529,000  Citicorp                                 66,158
                                                              ---------------
                                                                    237,405
                                                              ---------------

BROADCASTING & MEDIA-1.4%

                 1,150,000  Time Warner Inc.                        66,341
                                                              ---------------

CHEMICALS & RESINS-1.4%

                   800,000  du Pont (E.I.) de Nemours & Co.         45,500

                   730,000  Morton International, Inc.              24,090
                                                              ---------------
                                                                    69,590
                                                              ---------------
 COMMUNICATIONS EQUIPMENT-2.0%

                   525,000  Ericsson (L.M.) Telephone Co. ADR       23,264

                   425,200  Lucent Technologies Inc.                35,052

                   385,000  Motorola, Inc.                          23,774

                   175,000  Northern Telecom Ltd.                   15,695
                                                             ---------------
                                                                    97,785
                                                             ---------------

COMMUNICATIONS SERVICES-4.1%

                 1,080,000  AT&T Corp.                             52,853

                   155,000  Bell Atlantic Corp.                    12,381

                   670,000  BellSouth Corp.                        31,699

                   610,000  SBC Communications Inc.                38,811

                 1,895,000  Worldcom, Inc.(1)                      63,660
                                                              ---------------

                                                                  199,404
                                                              ---------------

COMPUTER PERIPHERALS-1.7%

                   985,000  Cisco Systems Inc.(1)                  80,801
                                                              ---------------

COMPUTER SOFTWARE & SERVICES-5.5%

                 1,020,000  Autodesk, Inc.                        37,676

                   950,000  BMC Software, Inc.(1)                 57,238



    Shares                      ($ in Thousands)                      Value
- --------------------------------------------------------------------------------


                   215,000  Computer Sciences Corp.(1)       $    15,252

                   930,000  Microsoft Corp.(1)                   120,842

                   870,000  Oracle Systems Corp.(1)               31,130
                                                              ---------------
                                                                 262,138
                                                              ---------------

COMPUTER SYSTEMS-4.8%

                 1,265,500  Compaq Computer Corp.(1)              80,676

                 1,208,000  Hewlett-Packard Co.                   74,519

                   650,000  International Business
                               Machines Corp.                     63,741

                   656,500  Silicon Graphics, Inc.(1)              9,642
                                                              ---------------
                                                                 228,578
                                                              ---------------

CONSUMER PRODUCTS-4.6%

                   700,000  Clorox Company                        49,000

                   675,000  Gillette Company                      60,117

                 1,675,000  Procter & Gamble Co. (The)           113,900
                                                              ---------------
                                                                 223,017
                                                              ---------------

DIVERSIFIED COMPANIES-8.9%

                 2,620,000  General Electric Co. (U.S.)            169,154

                   700,000  Honeywell Inc.                          47,644

                 4,042,600  Tyco International Ltd.                152,608

                 1,105,100  Unilever N.V.                           58,984
                                                           -------------------

                                                                   428,390
                                                           -------------------

ELECTRICAL & ELECTRONIC
COMPONENTS-2.9%

                 1,060,000  Intel Corp.                             81,653

                   540,000  Texas Instruments Inc.                  57,611
                                                           -------------------

                                                                   139,264
                                                           -------------------

ENERGY (PRODUCTION & MARKETING)-3.2%

                   585,000  Coastal Corp. (The)                     35,173

                 1,500,000  Royal Dutch Petroleum Co.               78,938

                   340,000  Total-Cie Franc Des ORD                 37,600
                                                           -------------------

                                                                   151,711
                                                           -------------------

ENERGY (SERVICES)-6.3%

                   950,000  BJ Services Co.(1)                      80,512

                 1,000,000  Diamond Offshore Drilling, Inc.         62,250

                 1,092,800  Falcon Drilling Co. Inc.(1)             39,751

                   850,000  Halliburton Co.                         50,681

                   780,000  Schlumberger Ltd.                       68,250
                                                           -------------------

                                                                   301,444
                                                           -------------------


SEE NOTES TO FINANCIAL STATEMENTS

8     SELECT                                 AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS

                                    SELECT

OCTOBER 31, 1997

Shares                      ($ in Thousands)                      Value
- --------------------------------------------------------------------------------

FINANCIAL SERVICES-5.4%

                  320,000  American Express Credit Corp.    $ 24,960

                 1,270,000  Federal Home Loan
                              Mortgage Corporation            48,101

                 1,500,000  Federal National
                              Mortgage Association            72,656

                   325,000  SLM Holding Corp.                 45,622

                   955,000  Travelers Group, Inc.             66,850
                                                       ------------------

                                                             258,189
                                                       ------------------

FOOD & BEVERAGE-5.9%

                 1,850,000  Coca-Cola Company (The)          104,525

                 1,129,800  ConAgra, Inc.                     34,035

                   525,000  Heinz (H.J.) Co.                  24,379

                   446,000  Hershey Foods Corp.               24,642

                 1,925,000  PepsiCo, Inc.                     70,864

                   520,000  Sara Lee Corp.                    26,585
                                                      -------------------

                                                             285,030
                                                      -------------------

HEALTHCARE-1.6%

                   700,000  Baxter International, Inc.        32,375

                   600,000  Cardinal Health, Inc.             44,550
                                                      -------------------

                                                              76,925
                                                      -------------------

INSURANCE-4.4%

                   360,000  Aetna Life and Casualty Co.       25,583

                   775,000  Allstate Corp.                    64,276

                   975,000  American International
                              Group, Inc.                     99,511

                   500,000  UNUM Corp.                        24,375
                                                        -------------------

                                                             213,745
                                                        -------------------

LEISURE-2.2%

                1,050,000  Carnival Corp. Cl A                50,925

                  650,000  Disney (Walt) Co.                  53,463
                                                        -------------------

                                                             104,388
                                                        -------------------

MACHINERY & EQUIPMENT-0.6%

                   550,000  Deere & Co.                       28,944
                                                        -------------------

MEDICAL EQUIPMENT & SUPPLIES-1.1%

                 1,200,000  Medtronic, Inc.                   52,200
                                                        -------------------

OFFICE EQUIPMENT & SUPPLIES-0.6%

                   375,000  Xerox Corp.                       29,742
                                                        --------------------


Shares                         ($ in Thousands)               Value
- --------------------------------------------------------------------------------
PAPER & FOREST PRODUCTS-1.5%

                  800,000  Fort James Corporation    $     31,750

                  400,000  Kimberly-Clark Corp.            20,775

                  310,000  Mead Corp. (The)                18,755
                                                    ------------------

                                                           71,280
                                                    ------------------

PHARMACEUTICALS-12.4%

                1,025,000  Abbott Laboratories             62,845

                  990,000  Bristol-Myers Squibb Co.        86,873

                1,100,000  Johnson & Johnson               63,113

                1,950,000  Lilly (Eli) & Co.              130,406

                  970,000  Merck & Co., Inc.               86,572

                1,100,000  Pfizer, Inc.                    77,825

                  625,000  Warner-Lambert Co.              89,492
                                                    ------------------

                                                          597,126
                                                    ------------------

RESTAURANTS-0.4%

                  400,000  McDonald's Corp.                17,925
                                                    ------------------
RETAIL (APPAREL)-0.7%

                1,212,000  TJX Companies,
                            Inc. (The)                     35,905
                                                    ------------------

RETAIL (FOOD & DRUG)-0.4%

                  525,000  SYSCO Corp.                     21,000
                                                    ------------------

RETAIL (GENERAL MERCHANDISE)-2.8%

                  520,000  Dayton Hudson Corp.            32,663

                  625,000  Nordstrom, Inc.                38,203

                1,840,000  Wal-Mart Stores, Inc.          64,630
                                                   -------------------

                                                         135,496
                                                   -------------------

RETAIL (SPECIALTY)-0.9%

                  787,500  Home Depot, Inc.               43,805
                                                   -------------------

TOBACCO-0.7%

                  805,000  Philip Morris
                            Companies Inc.                31,898
                                                  --------------------



TOTAL COMMON STOCKS-96.5%                              4,641,222
                                                  --------------------
   (Cost $3,511,740)


SEE NOTES TO FINANCIAL STATEMENTS

ANNUAL REPORT                                                SELECT      9


                            SCHEDULE OF INVESTMENTS

                                    SELECT

OCTOBER 31, 1997

Principal Amount             ($ in Thousands)                      Value
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS

       $35,000 par value FHLMC Discount Notes,
              5.47%, 11/5/97(2)                              $     34,989

       $25,000 par value FNMA Discount Notes,
              5.48%, 11/12/97(2)                                   24,966

      Repurchase Agreement, BA Security
              Services, Inc., (U.S. Treasury obligations),
              in a joint trading account at 5.65%,
              dated 10/31/97, due 11/3/97
              (Delivery value $7,704)                               7,700

       Repurchase Agreement, J.P. Morgan
              Securities, Inc., (U.S. Treasury obligations),
              in a joint trading account at 5.66%,
              dated 10/31/97, due 11/3/97
              (Delivery value $101,248)                           101,200
                                                            ---------------

TOTAL
TEMPORARY
CASH INVESTMENTS--3.5%                                            168,855
                                                           ----------------

   (Cost $168,837)

TOTAL INVESTMENT SECURITIES--100.0%                         $   4,810,077
                                                          =================
   (Cost $3,680,577)

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

                                ($ in Thousands)

      Contract             Settlement                         Unrealized
      to Sell                 Date            Value              Loss
- --------------------------------------------------------------------------------
176,820,400   FRF           11/28/97        $30,597             (160)
                                       ==============     =================

(Value on Settlement Date $30,757)



NOTES TO SCHEDULE OF INVESTMENTS

ADR = AMERICAN DEPOSITARY RECEIPT

FHLMC = FEDERAL HOME LOAN MORTGAGE CORPORATION

FNMA = FEDERAL NATIONAL MORTGAGE ASSOCIATION

FRF = FRENCH FRANC

ORD = FOREIGN ORDINARY SHARE

(1) NON-INCOME PRODUCING.

(2) RATE DISCLOSED IS THE YIELD TO MATURITY AT PURCHASE.

SEE NOTES TO FINANCIAL STATEMENTS

10     SELECT                                 AMERICAN CENTURY INVESTMENTS


                                   HERITAGE

 TOTAL RETURNS AS OF OCTOBER 31, 1997(1)

                             AVERAGE ANNUAL RETURNS

                  6 MONTHS     1 YEAR      3 YEARS     5 YEARS      LIFE OF FUND

- --------------------------------------------------------------------------------

INVESTOR CLASS (inception 11/10/87)

Heritage ........ 23.63%      29.56%       20.09%       17.10%          16.90%

S&P MidCap 400 .. 24.13%      32.67%       23.57%       18.61%       19.91%(2)

- --------------------------------------------------------------------------------

ADVISOR CLASS (inception 7/11/97)

Heritage .............................................................  4.36%

S&P MidCap 400 .......................................................  1.02%(3)

- --------------------------------------------------------------------------------

 INSTITUTIONAL CLASS (inception 6/16/97)

Heritage .............................................................  9.34%

S&P MidCap 400 ....................................................... 10.98%(4)

- ----------
(1)  RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.

(2)  RETURN FROM  11/30/87 (THE DATE NEAREST TO THE CLASS'S  INCEPTION  DATE FOR
     WHICH DATA ARE AVAILABLE) TO 10/31/97.

(3)  RETURN FROM  7/31/97 (THE DATE  NEAREST TO THE CLASS'S  INCEPTION  DATE FOR
     WHICH DATA ARE AVAILABLE) TO 10/31/97.

(4)  RETURN FROM  6/30/97 (THE DATE  NEAREST TO THE CLASS'S  INCEPTION  DATE FOR
     WHICH DATA ARE AVAILABLE) TO 10/31/97.

See pages 45, 46 and 47 for more  information  about share classes,  comparative
indices and returns.


[mountain chart - data below]

  VALUE ON 10/31/97:
      $48,041    HERITAGE INVESTORS
      $53,156    S & P 500 INDEX
      $60,520    S & P 400 INDEX

  DATE       ACCT VALUE  RETURN  ACCT VALUE RETURN  ACCT VALUE RETURN
              HERITAGE INVESTORS  S & P 500 INDEX    S & P 400 INDEX

  Nov 30, 87    10000              10000              10000
  Oct 31, 88    12730    0.273     12555    0.2555    12765    0.2765
  Oct 31, 89    16888    0.6888    15853    0.5853    16672    0.6672
  Oct 31, 90    14925    0.4925    14662    0.4662    14439    0.4439
  Oct 31, 91    19889    0.9889    19573    0.9573    23600    1.36
  Oct 31, 92    21808    1.1808    21517    1.1517    25776    1.5776
  Oct 31, 93    28057    1.8057    24720    1.472     31326    2.1326
  Oct 31, 94    27739    1.7739    25676    1.5676    32071    2.2071
  Oct 31, 95    33575    2.3575    32444    2.2444    38874    2.8874
  Oct 31, 96    37081    2.7081    40239    3.0239    45619    3.5619
  Oct 31, 97    48041    3.8041    53156    4.3156    60520    5.052

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original  cost.  Data quoted is for Investor Class only;  performance  for other
classes will vary due to differences  in fee  structures  (see the Total Returns
table  above).  The graph  begins on  11/30/87,  the date  closest to the fund's
inception date for which index data are available.

The line representing  Heritage's total return includes operating expenses (such
as transaction  costs and management fees) that reduce returns,  while the total
return lines of the indices do not.

PORTFOLIO AT A GLANCE

                                               10/31/97          10/31/96

Number of Companies                               93                92

Median Price/Earnings Ratio                      22.5              21.4

Portfolio Turnover                                69%              122%

Expense Ratio                                    1.00%             0.99%

ANNUAL REPORT                                              HERITAGE       11


                                   HERITAGE

MANAGEMENT Q&A

    An  interview  with  Nancy  Prial,  a  portfolio  manager  on  the  Heritage
investment  team.  Note:  all fund returns  referenced in this interview are for
investor class shares.

How did Heritage perform?

    Heritage  posted a 29.56% total return for the year ended  October 31, 1997,
the fund's highest annual return for a fiscal year since 1991. The fund's return
slightly trailed the 32.67% return of its benchmark, the S&P MidCap 400.

    The fund posted a modest 4.80% return for the first half of the fiscal year,
but nearly quintupled that return in the latter half. Its weighting in small-cap
companies  proved  to be a  benefit  when  investors  turned  to  smaller,  more
aggressive  companies that reported strong second quarter  profits.  Performance
was further boosted by the fund's significant stake in several computer software
and computer  services  companies that performed  particularly well in the third
quarter.

What stocks added most to returns during the period?

    The fund's  top  performers  were also its  largest  holdings  at the end of
October.  These companies included Nokia Corp.,  Conseco,  Inc. and Tosco Corp.,
all of which are leading companies in industries that demonstrated strong growth
during the year.

    Nokia is the  worldwide  leader in cellular  phone sales and  wireless  data
devices.  The company's  stock  benefited from robust  industry  growth that was
driven by increasing  consumer demand for cellular products and services.  Nokia
was  successful  in gaining  market  share in both  handset and  wireless  phone
network sales, and its profit margins have risen steadily over the last year.

[HERITAGE BAR CHART - data below]

HERITAGE'S ONE-YEAR RETURNS OVER 10 YEARS (Periods ended October 31)

          HERITAGE       S&P MIDCAP 400
10/88     27.30%              27.65%
10/89     32.65%              30.61%
10/90    -11.62%             -13.40%
10/91     33.25%              63.45%
10/92      9.65%               9.22%
10/93     28.64%              21.53%
10/94     -1.13%               2.38%
10/95     21.04%              21.21%
10/96     10.44%              17.35%
10/97     29.56%              32.67%


This chart  illustrates the fund's returns since its inception and compares them
with the index's returns.  Heritage's total returns include operating  expenses,
while the S&P MidCap 400's returns do not. See page 46 for a description  of the
index. Past performance is no guarantee of future results. Investment return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

(1)  Investor Class.

(2)  Returns from  11/30/87 (the date nearest to the fund's  inception  date for
     which data are available) to 10/31/88.


12    HERITAGE                               AMERICAN CENTURY INVESTMENTS


                                   HERITAGE

    Another good  performer  was Conseco,  a holding  company that  acquires and
operates life insurance companies.  Since mid-1996,  the company has established
itself as the largest U.S. provider of long-term healthcare coverage through its
acquisition of several  insurance  companies.  In September,  Conseco  purchased
Colonial Penn Life, a move that  heightens the company's  presence in the senior
marketplace  and  expands  its  distribution   network.   This  stock  was  very
inexpensive when we bought it, relative both to the market and to its peers, and
its growth during the period enhanced returns.

    Tosco, a large refiner/wholesaler and retail marketer of petroleum products,
enjoyed  robust  gains due to  consumer  demand for oil and gas.  In addition to
reaping  those  industry-wide  benefits,  this  well-managed  company  has  been
aggressively  acquiring  oil-refining  and  marketing  companies  and has nearly
doubled in size during the last year.  We expect Tosco to continue  displaying a
healthy  rate of growth and  performance  due to such  factors as rising  energy
consumption,  the use of more  cost-effective  drilling technology and continued
consolidation within the industry.

Which stocks negatively affected the fund's performance?

    Fila Holdings, an Italian sportswear retailer,  has continued to be somewhat
disappointing.  This company and the athletic  footwear business in general have
suffered as consumer  preferences  in casual  footwear  have  shifted  away from
basketball shoes to the  workboot-style  footwear that the industry calls "brown
shoes." We held onto the stock because, despite Fila's difficulties in the U.S.,
it is still doing well  internationally.  The company currently is restructuring
its U.S.  operations,  which we anticipate  will offer a measure of stability in
the  short-term,  and it has  announced  plans to introduce new products here in
1998.  We believe  that these two factors  will result in  accelerated  domestic
sales and solid growth going forward.

    Eagle Hardware & Garden was also a weak performer  during the period.  Eagle
operates a  successful  chain of building  supply/home  improvement  stores that
cater primarily to the do-it-yourself  market. Its stores,  which are located in
the northwestern United States, are typically larger and carry a broader product
line than those of its  competitors.  The company has grown rapidly,  opening an
average of six new stores each year since it began operations in 1990.  However,
Eagle's  sales  currently  lag those of its  primary  competition,  Home  Depot,
largely  because its stores are located in less  populous  communities  than the
metropolitan  areas favored by Home Depot. We are comfortable with the company's
plan to fill out its existing  territories  and expand into  California in 1998,
which we believe will boost its future earnings and revenues.


TOP TEN HOLDINGS                                 % of fund investments

                                                As of             As of
                                               10/31/97          4/30/97

Tosco Corp.                                    2.6%               2.5%

Washington Mutual, Inc.                        2.4%               2.5%

Sun Company, Inc.                              2.2%                  -

AmeriSource Health Corp.                       2.1%                  -

Ahmanson (H.F.) & Co.                          2.1%               0.9%

SCI Systems, Inc.                              2.0%               1.7%

HBO & Co.                                      2.0%               1.7%

Nokia Corp. CI A ADR                           2.0%               2.9%

Autodesk, Inc.                                 1.8%                  -

Bay Networks, Inc.                             1.8%                  -



TOP FIVE INDUSTRIES                             % of fund investments

                                                As of             As of
                                               10/31//97         4/30/97

Computer Software & Services                  16.0%                9.3%

Energy (Production & Marketing)               10.8%                8.6%

Computer Peripherals                           7.5%                5.3%

Electrical & Electronic
Components                                     6.8%                6.4%

Business Services & Supplies                   4.5%                4.9%


ANNUAL REPORT                                               HERITAGE     13


                                   HERITAGE

What changes did you make to the portfolio since the semiannual report?

    A  significant  change  occurred in the third  quarter,  after  shareholders
approved  increasing the portion of the fund that can be invested in stocks that
do not pay a dividend to 40% from 20%. Many rapidly-growing mid-cap companies do
not pay  dividends  because  they need to plow  their  earnings  back into their
businesses to continue growing in a competitive environment.  The new guidelines
give us a much broader  selection of stocks to choose from.  As a result,  about
28% of the fund's assets are currently  invested in non-dividend  paying stocks,
up from 20% at the end of the previous  period.  We believe this shift  provides
more horsepower to the fund without significantly increasing its volatility.


Were there any changes to heritage's management team?

    Kevin Lewis,  who has helped  manage the fund since 1995,  accepted  another
assignment  within  American  Century in June, but the team has not decreased in
size. We added a seasoned analyst, Michael Orndorff, who joined American Century
in 1994.  Orndorff  previously  managed  financial  research  for the  company's
international growth funds.





14    HERITAGE                               AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS

                                   HERITAGE

OCTOBER 31, 1997

Shares                      ($ in Thousands)                      Value
- --------------------------------------------------------------------------------
COMMON STOCKS & RIGHTS

AEROSPACE & DEFENSE-1.6%

                   415,000  AAR CORP.                            $    14,862

                   100,000  Precision Castparts Corp.                  5,881
                                                               -----------------
                                                                      20,743
                                                               -----------------
AGRICULTURE-1.0%

                   360,000  DEKALB Genetics Corp.                     12,915
                                                               -----------------
AUTOMOBILES & AUTO PARTS-1.1%

                   505,000  Wabash National Corp.                     15,087
                                                               -----------------
BANKING-5.8%

                   460,000  Ahmanson (H.F.) & Co.                    27,140

                   590,000  North Fork
                             Bancorporation, Inc.                    17,368

                   465,000  Washington Mutual, Inc.                  31,809
                                                               -----------------
                                                                     76,317
                                                               -----------------
BIOTECHNOLOGY-0.8%

                   220,000  Agouron Pharmaceuticals, Inc.(1)         10,024
                                                              ------------------
BUILDING & HOME IMPROVEMENTS-2.7%

                   930,000  Apogee Enterprises, Inc.                 22,029

                   479,100  Interface, Inc.                          13,774
                                                              ------------------
                                                                     35,803
                                                              ------------------
BUSINESS SERVICES & SUPPLIES-4.5%

                   200,000  National Computer Systems, Inc.          7,525

                   570,000  Norrell Corp.                           16,601

                 1,025,000  Reynolds & Reynolds Co.                 17,553

                   530,000  SITEL Corp.(1)                           4,704

                   450,000  Valassis Communications, Inc.(1)        13,275
                                                             -------------------
                                                                    59,658
                                                             -------------------
COMMUNICATIONS EQUIPMENT-3.4%

                   220,000  ADC Telecommunications, Inc.(1)          7,301

                   300,000  Nokia Corp. Cl A ADR                    26,475

                   385,000  Premisys Communications, Inc.(1)        10,467
                                                             -------------------
                                                                    44,243
                                                             -------------------
COMPUTER PERIPHERALS-7.5%

                   750,000  Bay Networks, Inc.(1)                    23,719

                   603,000  BMC Industries, Inc.                     19,409

                   640,000  Network General Corp.(1)                 12,920


Shares                         ($ in Thousands)                Value
- --------------------------------------------------------------------------------
                   615,000  SCI Systems, Inc.(1)               $     27,060

                   540,000  Telxon Corp.(1)                          13,922

                    65,800  Zero Corp.                                1,768
                                                             -------------------
                                                                     98,798
                                                             -------------------
COMPUTER SOFTWARE & SERVICES-15.9%

                   200,000  Analysts International Corp.              9,000

                   650,000  Autodesk, Inc.                           24,009

                   565,000  BDM International Inc.(1)                12,465

                   275,000  Cap Gemini N.V. ORD                       8,540

                   870,000  Cerner Corp.(1)                          21,043

                   450,000  Comdisco, Inc.                           14,203

                   460,000  Getronics N.V. ORD                       15,135

                   620,000  HBO & Co.                                26,931

                   400,000  Henry (Jack) & Associates, Inc.          10,250

                   540,000  InaCom Corp.(1)(2)                       16,639

                   350,000  Lernout & Hauspie
                              Speech Products N.V.(1)                17,063

                 1,250,000  MicroProse, Inc.(1)                       8,203

                   348,300  Netscape Communications Corp.(1)         11,439

                   492,500  Technology Solutions Co.(1)              15,452
                                                              ------------------
                                                                    210,372
                                                              ------------------

CONSUMER PRODUCTS-1.5%

                   299,300  Fila Holding S.p.A. ADR                   7,520

                   512,000  Herbalife International, Inc.            12,768
                                                             -------------------
                                                                     20,288
                                                             -------------------

CONTROL & MEASUREMENT-1.4%

                   320,000  Tektronix, Inc.                          18,920
                                                             -------------------

ELECTRICAL & ELECTRONIC
COMPONENTS-6.7%

                   460,000  AVX Technology                           12,995

                   132,100  C&D Technologies, Inc.                    5,812

                   290,000  Cohu, Inc.                               10,857

                   306,500  Kuhlman Corp.                            10,689

                   319,579  LSI Logic Corp.(1)                        6,971

                   800,000  Methode Electronics, Inc.                15,700

                   400,000  Oak Technology, Inc.(1)                   3,863

                   407,200  Pioneer
                             Standard Electronics, Inc.               6,744

                   170,000  Raychem Corp.                            15,396
                                                              ------------------
                                                                     89,027
                                                              ------------------

SEE NOTES TO FINANCIAL STATEMENTS

ANNUAL REPORT                                              HERITAGE     15


                            SCHEDULE OF INVESTMENTS

                                   HERITAGE

OCTOBER 31, 1997

Shares                      ($ in Thousands)                      Value
- --------------------------------------------------------------------------------
ENERGY (PRODUCTION & MARKETING)-10.8%

                   300,000  Camco International, Inc.         $     21,675

                   800,000  Lomak Petroleum, Inc.                   14,850

                   495,000  Newpark Resources, Inc.(1)              20,543

                   300,000  Pennzoil Co.                            22,200

                   715,000  Sun Company, Inc.                       28,644

                 1,045,000  Tosco Corp.                             34,485
                                                              ------------------
                                                                   142,397
                                                              ------------------

FINANCIAL SERVICES-1.3%

                   300,000  State Street Boston Corp.              16,725
                                                              ------------------

FOOD & BEVERAGE-3.0%

                   231,000  Canandaigua Brands, Inc. Cl A(1)      11,507

                   440,000  Earthgrains Company                   18,095

                   330,000  International Multifoods Corp.         9,735
                                                              ------------------
                                                                  39,337
                                                              ------------------

INSURANCE-0.9%

                   200,000  Conseco Inc.                          8,725

                   150,000  PAULA Financial(1)                    3,769
                                                              ------------------
                                                                 12,494
                                                              ------------------
LEISURE-2.5%

                   143,000  Anchor Gaming(1)                     11,226

                   590,000  International Game Technology        15,082

                   250,000  WMS Industries Inc.(1)                6,078
                                                              ------------------
                                                                 32,386
                                                              ------------------
MACHINERY & EQUIPMENT-3.1%

                   305,000  Cincinnati Milacron Inc.             8,463

                   449,200  DT Industries, Inc.                 13,364

                   450,000  General Scanning Inc.(1)            11,616

                   155,000  Kennametal Inc.                      7,518
                                                              ------------------
                                                                40,961
                                                              ------------------
MEDICAL EQUIPMENT & SUPPLIES-3.1%

                   290,000  Advanced Technology
                              Laboratories, Inc.(1)             12,361

                   475,000  AmeriSource Health Corp.(1)         28,203
                                                              ------------------
                                                                40,564
                                                              ------------------
METALS & MINING-1.9%

                   560,000  General Cable Corp.                 18,130

                   210,000  Getchell Gold Corp.(1)               7,560
                                                              ------------------
                                                                25,690
                                                              ------------------

Shares                                              ($ in Thousands) Value
- --------------------------------------------------------------------------------
OFFICE EQUIPMENT & SUPPLIES-0.9%

                   425,000  IKON Office Solutions Inc.       $  12,033
                                                             -------------------
PERSONAL SERVICES-0.8%

                   425,000  Loewen Group Inc.                   10,519
                                                             -------------------

PHARMACEUTICALS-3.9%

                   325,000  ALPHARMA INC.                        7,170

                    18,283  ALPHARMA INC. Rights(1)                103

                   875,000  Mylan Laboratories                  19,195

                   500,000  Omnicare, Inc.                      13,906

                   225,000  Teva Pharmaceutical
                               Industries Ltd. ADR              10,512
                                                           ---------------------
                                                                50,886
                                                           ---------------------

RESTAURANTS-0.7%

                   500,000  Bob Evans Farms, Inc.                9,438
                                                           -------------------

RETAIL (APPAREL)-2.9%

                   405,000  American Eagle
                              Outfitters, Inc.(1)              11,796

                   120,000  Gucci Group N.V.                    4,365

                   435,000  Liz Claiborne, Inc.                22,049
                                                           ---------------------
                                                               38,210
                                                           ---------------------
RETAIL (SPECIALTY)-2.2%

                   620,000  Eagle Hardware
                              & Garden, Inc.(1)               10,559

                 1,025,000  Food Lion, Inc. Cl A               8,008

                   774,700  Heilig-Meyers Co.                 10,362
                                                           ---------------------

                                                              28,929
                                                           ---------------------

TEXTILES & APPAREL-1.0%

                   391,400  Kellwood Co.                      13,528
                                                           ---------------------

TRANSPORTATION-2.1%

                   365,000  Budget Group Inc.(1)              12,775

                   410,000  Expeditors International
                               of Washington, Inc.            14,939
                                                          ---------------------

                                                              27,714
                                                          ---------------------



TOTAL COMMON STOCKS & RIGHTS-95.0%                          1,254,006
                                                          ---------------------

   (Cost $982,154)

PREFERRED STOCKS-0.8%

COMPUTER SOFTWARE & SERVICES

                   275,000  Vanstar Financing Trust
                               (Acquired 9/27/96
                               through 6/17/97)(3)            11,000
                                                          ---------------------
   (Cost $12,949)


SEE NOTES TO FINANCIAL STATEMENTS

16   HERITAGE                               AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS

                                   HERITAGE

OCTOBER 31, 1997

Principal Amount            ($ in Thousands)                      Value
- --------------------------------------------------------------------------------
CONVERTIBLE BONDS

COMPUTER PERIPHERALS-0.5%

                $7,000,000  C-Cube Microsystems, Inc.,
                              5.875%, 11/1/05           $      6,873
                                                        ------------------------

ELECTRICAL & ELECTRONIC
COMPONENTS-0.6%

                 7,500,000  VLSI Technology, Inc.,
                              8.25%, 10/1/05                   7,584
                                                        ------------------------
MEDICAL EQUIPMENT & SUPPLIES-0.8%

                10,000,000  Heartport, Inc., 7.25%,
                    5/1/04 (Acquired 4/15/97,
                    Cost $10,000)(3)                          10,613
                                                        ------------------------
TOTAL CONVERTIBLE BONDS-1.9%                                  25,070
                                                        ------------------------
(Cost $25,890)

TEMPORARY CASH INVESTMENTS

       $8,500 par value FHLB Discount Note,
              5.50%, 11/3/97(4)                               8,500

       Repurchase Agreement, Merrill Lynch
               & Co., Inc.,
              (U.S. Treasury obligations),
              in a joint
              trading account at 5.60%,
              dated 10/31/97, due 11/3/97
              (Delivery value $21,610)                       21,600
                                                        ------------------------

TOTAL TEMPORARY
CASH INVESTMENTS-2.3%                                        30,100
                                                        ------------------------
  (Cost $30,097)

TOTAL INVESTMENT SECURITIES--100.0%                       $1,320,176
                                                       =========================
   (Cost $1,051,090)

- --------------------------------------------------------------------------------

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

                              ($ in Thousands)
Contract            Settlement                               Unrealized
to Sell               Date               Value                  Loss
- --------------------------------------------------------------------------------
37,408,000  NLG      11/28/97           $19,229                $(48)
                                    =============            ==========
(Value on Settlement Date $19,277)

NOTES TO SCHEDULE OF INVESTMENTS

ADR = AMERICAN DEPOSITARY RECEIPT

FHLB = FEDERAL HOME LOAN BANK

ORD = FOREIGN ORDINARY SHARE

NLG = NETHERLANDS GUILDER

(1)   Non-income producing.

(2)   Affiliated  company:  represents  ownership  of at least 5% of the  voting
      securities of the issuer and is, therefore, an affiliate as defined in the
      investment  company  act of  1940.  (see  note  5 in  notes  to  financial
      statements for a summary of  transactions  for each issuer which is or was
      an affiliate at or during the year ended october 31, 1997.)

(3)   Security was purchased  under rule 144a of the securities act of 1933 and,
      unless registered under the act or exempted from registration, may only be
      sold  to  qualified  institutional   investors.  the  aggregate  value  of
      restricted securities at october 31, 1997, was $21,613,  which represented
      1.6% of net assets.

(4)   Rate disclosed is the yield to maturity at purchase.

See Notes to Financial Statements

ANNUAL REPORT                                              HERITAGE       17


                                    GROWTH

TOTAL RETURNS AS OF OCTOBER 31, 1997(1)

                                                      AVERAGE ANNUAL RETURNS

        6 MONTHS     1 YEAR      3 YEARS     5 YEARS    10 YEARS    LIFE OF FUND
- --------------------------------------------------------------------------------
INVESTOR CLASS (inception 6/30/71)(2)

Growth .... 21.61%     27.85%       19.15%     13.50%      15.34%        18.49%

S&P 500 ... 15.14%     32.10%       27.45%     19.82%      17.13%        12.97%
- --------------------------------------------------------------------------------
ADVISOR CLASS (inception 6/4/97)
Growth ................................................................. 14.29%

S&P 500 ................................................................  9.81%
- --------------------------------------------------------------------------------
INSTITUTIONAL CLASS (inception 6/16/97)
Growth .................................................................  8.27%

S&P 500 ................................................................  3.20%

- ----------
(1)  RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.

(2)  THIS   INCEPTION   DATE   CORRESPONDS   WITH   THE   MANAGEMENT   COMPANY'S
     IMPLEMENTATION OF ITS CURRENT INVESTMENT PHILOSOPHY AND PRACTICES.

See  pages  45,  46  and  47 for  more  information  about  share  classes,  the
comparative indices and returns.


[mountain chart - data below]

VALUE ON 10/31/97:

GROWTH $429,552

S&P 500 $211,523

DATE        ACCT VALUE    RETURN   ACCT VALUE    RETURN
               GROWTH                  S & P 500
  Oct 31, 77    10000        -       10000        -
  Oct 31, 78    13901      0.3901    10629    0.0629
  Oct 31, 79    21871      1.1871    12256    0.2256
  Oct 31, 80    45222      3.5222    16192    0.6192
  Oct 31, 81    50086      4.0086    16281    0.6281
  Oct 31, 82    48691      3.8691    18939    0.8939
  Oct 31, 83    65694      5.5694    24220    1.422
  Oct 31, 84    58074      4.8074    25746    1.5746
  Oct 31, 85    67745      5.7745    30726    2.0726
  Oct 31, 86    94234      8.4234    40911    3.0911
  Oct 31, 87    103020      9.302    43506    3.3506
  Oct 31, 88    106300       9.63    49960    3.996
  Oct 31, 89    151736    14.1736    63084    5.3084
  Oct 31, 90    133946    12.3946    58342    4.8342
  Oct 31, 91    215176    20.5176    77886    6.7886
  Oct 31, 92    228021    21.8021    85621    7.5621
  Oct 31, 93    247365    23.7365    98366    8.8366
  Oct 31, 94    253933    24.3933    102173   9.2173
  Oct 31, 95    310584    30.0584    129103  11.9103
  Oct 31, 96    335984    32.5984    160123  15.0123
  Oct 31, 97    429552    41.9552    211523  20.1523

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original  cost.  Data quoted is for Investor Class only;  performance  for other
classes will vary due to differences  in fee  structures  (see the Total Returns
table above).

The line representing Growth's total return includes operating expenses (such as
transaction  costs and  management  fees) that reduce  returns,  while the total
return line of the S&P 500 does not.

PORTFOLIO AT A GLANCE

                                               10/31/97          10/31/96

Number of Companies                               65                64

Median Price/Earnings Ratio                      25.7%             25.9

Portfolio Turnover                                75%              122%

Expense Ratio                                    1.00%             1.00%


18     GROWTH                                 AMERICAN CENTURY INVESTMENTS


                                    GROWTH

MANAGEMENT Q&A

    An interview with John Sykora,  portfolio  manager on the Growth  investment
team. Note: All fund returns referenced in this interview are for Investor Class
shares.

HOW DID GROWTH PERFORM?

    For the year ended  October  31,  1997,  Growth  performed  well in absolute
terms,  returning 27.85%.  This is the fund's highest annual return for a fiscal
year since 1991.  The fund  benefited  from the bull market's  continued run and
investors' preference for the stocks of larger companies,  which prospered in an
environment of low interest rates, low inflation and a strong dollar.

    In comparative terms,  Growth's  performance  trailed that of its benchmark,
the S&P 500, which posted a 32.10% gain for the 12-month  period.  However,  the
fund's 27.33% calendar year-to-date return (as of October 31, 1997) outpaced the
S&P 500's gain of 25.11% for the same period.  The fund's  underperformance  for
the  fiscal  year  occured in the last two months of  calendar  year 1996,  when
investors  became  concerned that interest rates would rise and that the economy
would slow. The stocks of many  faster-growing  firms suffered as investors sold
shares that had performed  strongly and retreated to more  defensive  positions.
Many holdings that hurt fund returns in late 1996 have strongly outperformed the
market this year,  affirming  our  commitment  to stocks  with  strong  earnings
growth.

    Several  other  factors  contributed   significantly  to  the  fund's  solid
performance  during 1997. Over the course of the last 18 months,  we reduced the
number of holdings in the portfolio from more than 100 to approximately  60, and
we have added more investment  analysts to the management team. These additional
resources have enabled us to expand the depth and breadth of research  performed
on each company whose stock we hold. By concentrating on fewer companies, we can
better understand what drives

[GROWTH BAR CHART - data below]

GROWTH'S ONE-YEAR RETURNS OVER 10 YEARS (Periods ended October 31)

          GROWTH         S&P 500
10/88      3.18%         14.83%
10/89     42.74%         26.27%
10/90    -11.72%         -7.52%
10/91     60.64%         33.50%
10/92      5.96%          9.93%
10/93      8.48%         14.89%
10/94      2.66%          3.87%
10/95     22.31%         26.36%
10/96      8.18%         24.03%
10/97     27.85%         32.10%

This chart  illustrates  the fund's  returns over the past 10 years and compares
them  with the S&P 500's  returns.  Growth's  total  returns  include  operating
expenses,  while the S&P 500's returns do not. See page 46 for a description  of
the index. Past performance is no guarantee of future results. Investment return
and principal  value will  fluctuate,  and redemption  value may be more or less
than original cost.

* Investor Class.


ANNUAL REPORT                                                GROWTH    19


                                    GROWTH

their  performance and feel comfortable  taking larger positions in companies we
think   have   strong   future   prospects.   The   fund's   portfolio   remains
well-diversified,  and we believe these more concentrated positions will improve
performance.

What stocks added most to returns during the period?

    The fund's  substantial  stake in  technology  helped  performance  greatly.
Although the  technology  sector was volatile,  many  companies  enjoyed  robust
growth as corporations and consumers continued to demand computer equipment.  In
addition to the  second-half  gains  provided by Newbridge  Networks and Tellabs
Inc., which also were two of the fund's  strongest  performers in the first half
of the fiscal year, returns were boosted by the fund's stakes in Compaq Computer
Corp.  and Compuware  Corp.  Compaq  recently  implemented a new  built-to-order
framework that will improve  profitability  by reducing the company's  inventory
cycle.  Compuware's  successful  introduction of new client-server tools boosted
its stock.

    Drug manufacturer Eli Lilly and insurance giant Allstate Corp. were also two
of the fund's top  performers  this year.  New  product  releases,  including  a
cholesterol-reducing  drug and a medication for treating  schizophrenia,  helped
lift Lilly's profits nearly 30% in the third quarter alone. Allstate's stock has
continued to perform well,  attributable in part to a share buy-back program and
the  implementation of a sophisticated  claims processing system that has helped
the company increase efficiency and trim its ratio of paid claims to premiums.

What stocks disappointed you?

    Two of the fund's  worst  performers  were  punished by the market for their
failure to meet earnings  expectations.  In each case, the problems were company
specific. Oxford Health Plans is a rapidly-growing  managed-care company that we
purchased in early 1997. We were impressed with Oxford's rapid growth, which was
driven by its  ability  to  effectively  control  health  care  costs and strong
enrollment in its insured  healthcare  plans. That changed abruptly in the third
quarter. Oxford developed serious internal control problems when it attempted to
implement  a new billing  and  bookkeeping  information  system.  The  company's
unexpected  announcement of poor third-quarter earnings unfortunately  coincided
with the market's October correction, and its share price dropped significantly.

    The stock of Boston  Scientific,  a  manufacturer  and  marketer  of medical
equipment,  also fell about 15% when the company  announced poor  earnings.  The
shortfall resulted from a slowdown in orders and disappointing  sales in foreign
markets, which contribute nearly half of the company's revenue.

TOP TEN HOLDINGS                                  % of fund investments

                                                As of             As of
                                               10/31/97          4/30/97

Eli Lilly & Co.                                 4.5%              3.9%

Compuware Corp.                                 4.3%              3.4%

Newbridge Networks Corp.                        4.2%              3.1%

Conseco Inc.                                    3.5%              3.8%

Allstate Corp.                                  3.5%              3.1%

Worldcom Inc.                                   3.3%              2.6%

Tyco International Ltd.                         3.1%              0.2%

Xerox Corp.                                     3.0%              2.2%

Compaq Computer Corp.                           3.0%              2.2%

Bristol-Myers Squibb Co.                        2.8%                 -



TOP FIVE INDUSTRIES                              % of fund investments

                                                As of             As of
                                               10/31/97          4/30/97

Insurance                                       9.6%            9.6%

Computer Software & Services                    9.1%           10.7%

Pharmaceuticals                                 8.5%            9.2%

Communications Services                         8.4%            3.5%

Communications Equipment                        8.2%           12.4%


20         GROWTH                                AMERICAN CENTURY INVESTMENTS


                                    GROWTH

What  other  significant  changes  did  you  make  to the  portfolio  since  the
semiannual report?

    The fund's weighting in telecommunications  stocks decreased. We saw slowing
growth among  companies that provide  equipment while growth  accelerated  among
those   that   provide   services.   We   reduced   the   fund's   holdings   in
telecommunications  equipment  providers from 10% of the portfolio at the end of
April to about 4% at October 31. We more than  doubled  our  position in service
providers over the same period.

    Other  meaningful  changes  included an increase in the fund's  weighting in
consumer staples and media stocks, due to healthy growth in both those areas. We
maintained  meaningful  positions  in  financial  and  pharmaceutical  companies
because  they  continue  to meet our  criteria  for  accelerating  earnings  and
revenues.

Were there changes to Growth's management team?

    Portfolio manager Kim Goodwin joined the Growth team in October.  Kim brings
ten years of investment experience, most recently as portfolio manager on Putnam
Investments'  mid-cap Vista fund and large-cap U.S.  Growth fund. As part of our
effort to deepen our research efforts, we have also recently welcomed investment
analysts  Ken Crawford  and Greg  Woodhams to the Growth  team.  Ken has been an
investment analyst on the Select investment team since 1995. Greg previously was
director of equity research at Texas Commerce Bank.

What is your outlook for the fund?

    In addition to benefits  provided  by these  management  changes,  we expect
Growth's  performance  to  continue  to be  helped  by our  concerted  effort to
increase the fund's holdings in larger-cap companies across a more diverse range
of sectors and industries.

ANNUAL REPORT                                                GROWTH      21


                            SCHEDULE OF INVESTMENTS

                                    GROWTH

OCTOBER 31, 1997

Shares                      ($ in Thousands)                      Value
- --------------------------------------------------------------------------------
COMMON STOCKS

AGRICULTURE-0.4%

                   200,000  Pioneer Hi-Bred
                             International, Inc.          $     18,325
                                                          ----------------------

BANKING-7.0%

                 2,299,960  Banc One Corp.                      119,885

                   150,000  Chase Manhattan Corp.                17,306

                   700,000  Citicorp                             87,544

                 1,500,000  First Union Corp.                    73,594

                 1,700,000  Norwest Corp.                        54,506
                                                              ------------------
                                                                352,835
                                                              ------------------


BROADCASTING & MEDIA-0.5%

                   400,000  Grupo Televisa S.A. GDR(1)           12,400

                   500,000  Westinghouse Electric Corp.          13,219
                                                              ------------------
                                                                 25,619
                                                              ------------------
BUSINESS SERVICES & SUPPLIES-2.0%

                 1,200,000  Ceridian Corp.(1)                    46,875

                 1,415,600  U.S. Filter Corp.(1)                 56,801
                                                              ------------------
                                                                103,676
                                                              ------------------


CHEMICALS & RESINS-0.8%

                   500,000  Potash Corp. of
                              Saskatchewan Inc.                  40,969
                                                              ------------------

COMMUNICATIONS EQUIPMENT-8.2%

                 1,600,000  Ericsson (L.M.)
                              Telephone Co. ADR                  70,900

                   700,000  Lucent Technologies Inc.             57,706

                 3,975,000  Newbridge Networks Corp.(1)         210,675

                   852,000  Nokia Corp. Cl A ADR                 75,189
                                                             -------------------
                                                                414,470
                                                             -------------------
COMMUNICATIONS SERVICES-8.4%

                 2,400,000  Airtouch Communications,
                              Inc.(1)                           92,700

                   800,000  Bell Atlantic Corp.                 63,900

                 1,600,000  SBC Communications Inc.            101,800

                 4,882,500  Worldcom, Inc.(1)                  164,021
                                                            --------------------
                                                               422,421
                                                            --------------------

COMPUTER PERIPHERALS-2.1%

                   800,000  3Com Corp.(1)                       33,175

                   900,000  Cisco Systems Inc.(1)               73,828
                                                            --------------------
                                                               107,003
                                                            --------------------

Shares                      ($ in Thousands)                     Value
- --------------------------------------------------------------------------------

COMPUTER SOFTWARE & SERVICES-9.1%

                 3,300,000  Compuware Corp.(1)               $  217,800

                 1,900,000  Concord EFS, Inc.(1)                 56,406

                   850,000  First Data Corp.                     24,703

                   400,000  Microsoft Corp.(1)                   51,975

                 1,575,000  Oracle Systems Corp.(1)              56,356

                 2,150,000  SunGard Data Systems Inc.(1)         50,794
                                                            --------------------
                                                                458,034
                                                            --------------------

COMPUTER SYSTEMS-6.1%

                 2,350,000  Compaq Computer Corp.(1)            149,813

                 1,375,000  Digital Equipment Corp.(1)           68,836

                   900,000  International Business
                              Machines Corp.                     88,256
                                                             -----------------

                                                                306,905
                                                             -----------------

CONSUMER PRODUCTS-5.4%

                 2,000,000  Avon Products, Inc.                 131,000

                   825,000  Gillette Company                     73,477

                 1,000,000  Procter & Gamble Co. (The)           68,000
                                                             -----------------

                                                                272,477
                                                             -----------------

DIVERSIFIED COMPANIES-4.9%

                 1,400,000  General Electric Co. (U.S.)          90,387

                 4,147,724  Tyco International Ltd.             156,577
                                                             -------------------
                                                                246,964
                                                             -------------------

ELECTRICAL & ELECTRONIC
COMPONENTS-5.7%

                   500,000  Intel Corp.                          38,516

                 1,150,000  Microchip Technology
                              Inc.(1)                            45,641

                 1,200,000  Siemens AG ORD                       73,745

                 1,201,000  Texas Instruments Inc.              128,131
                                                             -------------------
                                                                286,033
                                                             -------------------

ENERGY (PRODUCTION & MARKETING)-1.6%

                   200,000  Amoco Corp.                          18,338

                   403,314  British Petroleum
                             Co. plc ADR                         35,390

                   350,000  Chevron Corp.                        29,028
                                                             -------------------
                                                                 82,756
                                                             -------------------

ENERGY (SERVICES)-0.3%

                   200,000  Schlumberger Ltd.                    17,500
                                                             -------------------

SEE NOTES TO FINANCIAL STATEMENTS

22     GROWTH                                 AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS

                                    GROWTH

OCTOBER 31, 1997



    Shares                      ($ in Thousands)                      Value
- --------------------------------------------------------------------------------

FINANCIAL SERVICES-4.3%

                 2,200,000  Federal National
                              Mortgage Association              $     106,563

                 1,550,000  Travelers Group, Inc.                     108,500
                                                                ----------------
                                                                      215,063
                                                                ----------------

HEALTHCARE-0.6%

                   675,000  Oxford Health Plans, Inc.(1)               17,445

                   278,700  United HealthCare Corp.                    12,907
                                                                ----------------
                                                                       30,352
                                                                ----------------

INSURANCE-9.6%

                   875,000  Ace, Ltd.                                 81,320

                 2,100,000  Allstate Corp.                           174,169

                   525,000  American International
                             Group, Inc.                              53,583

                 4,063,000  Conseco Inc.                             177,248
                                                                ----------------
                                                                     486,320
                                                                ----------------

MACHINERY & EQUIPMENT-2.0%

                   600,000  Applied Materials, Inc.(1)                 20,006

                 1,000,000  Sandvik AB Cl A ORD(1)                     30,242

                   950,000  Sundstrand Corp.                           51,656
                                                                 ---------------
                                                                      101,904
                                                                 ---------------

MEDICAL EQUIPMENT & SUPPLIES-0.5%

                   450,000  Guidant Corp.                              25,875
                                                                  --------------

OFFICE EQUIPMENT & SUPPLIES-3.0%

                 1,900,000  Xerox Corp.                               150,694
                                                                  --------------

PHARMACEUTICALS-8.5%

                 1,600,000  Bristol-Myers Squibb Co.                  140,400

                 3,400,000  Lilly (Eli) & Co.                         227,375

                   600,000  Merck & Co., Inc.                          53,550

                   200,000  SmithKline Beecham plc ADR                  9,525
                                                                  -------------
                                                                      430,850
                                                                  --------------

RETAIL (FOOD & DRUG)-1.5%

                 1,200,000  CVS Corp.                                 73,575
                                                                  --------------

RETAIL (SPECIALTY)-4.0%

                 3,000,000  CompUSA Inc.(1)                           98,250

                 1,875,000  Home Depot, Inc.                         104,297
                                                                  --------------
                                                                     202,547
                                                                  --------------

Shares/Principal Amount          ($ in Thousands)                     Value
- --------------------------------------------------------------------------------

TOBACCO-1.5%

                 1,850,000  Philip Morris Companies Inc.            $  73,306
                                                                  --------------


TOTAL COMMON STOCKS-98.0%                                           4,946,473
                                                                  --------------
   (Cost $3,426,062)

PREFERRED STOCKS-0.3%

PRINTING & PUBLISHING

                   900,000  News Corp. Ltd. ADR                        15,975
                                                                  --------------
   (Cost $16,362)


TEMPORARY CASH INVESTMENTS

                  $50,000 par value FHLMC Discount Notes,
                    5.42%, 11/6/97(2)                                  49,977

                  Repurchase Agreement, BA Security
                    Services, Inc., (U.S. Treasury obligations),
                    in a joint trading account at 5.65%,
                    dated 10/31/97, due 11/3/97
                    (Delivery value $34,316)                           34,300
                                                                  --------------

TOTAL
TEMPORARY
CASH INVESTMENTS-1.7%                                                  84,277
                                                                  --------------
   (Cost $84,262)

TOTAL INVESTMENT SECURITIES-100.0%                                $ 5,046,725
                                                                 ===============

   (Cost $3,526,686)

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

                                ($ in Thousands)
Contract          Settlement                                     Unrealized
to Sell              Date                      Value                Loss
- --------------------------------------------------------------------------------
110,160,240  DEM   11/28/97                 $  63,895             $(501)

461,541,549  SEK   11/28/97                    61,541              (192)
                                          ----------------     --------------
                                             $125,436             $(693)
                                          ================     ==============

(Value on Settlement Date $126,129)

SEE NOTES TO FINANCIAL STATEMENTS


ANNUAL REPORT                                                GROWTH     23


                            SCHEDULE OF INVESTMENTS

                                    GROWTH

NOTES TO SCHEDULE OF INVESTMENTS

ADR = AMERICAN DEPOSITARY RECEIPT

DEM = GERMAN MARK

FHLMC = FEDERAL HOME LOAN MORTGAGE CORPORATION

GDR = GLOBAL DEPOSITARY RECEIPT

ORD = FOREIGN ORDINARY SHARE

SEK = SWEDISH KRONA

(1) Non-income producing.

(2) Rate disclosed is the yield to maturity at purchase.

SEE NOTES TO FINANCIAL STATEMENTS


24    GROWTH                                 AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                     STATEMENTS OF ASSETS AND LIABILITIES

OCTOBER 31, 1997

                                                  SELECT          HERITAGE        GROWTH

ASSETS                                                         (In Thousands)

Investment securities, at value (identified
cost of $3,680,577, $1,051,090 and
$3,526,686, respectively)
<S>                                            <C>             <C>             <C>           
(Note 3 and Note 5) .......................  $    4,810,077  $    1,320,176  $    5,046,725

Cash ......................................           1,350           1,407           3,279

Receivable for investments
sold ......................................          68,031          14,368          92,893

Dividends
and interest
receivable ................................           4,260           1,188           3,460
                                             --------------  --------------  --------------
                                                  4,883,718       1,337,139       5,146,357
                                             --------------  --------------  --------------

LIABILITIES

Disbursements in excess of
demand deposit cash .......................           3,721             891           3,429

Payable for forward foreign
currency exchange contracts ...............             160              48             693

Payable for investments
purchased .................................          91,017          13,233          13,652

Payable for capital shares
redeemed ..................................           2,387             270           8,844

Accrued management
fees (Note 2) .............................           4,222           1,182           4,591
                                             --------------  --------------  --------------
                                                    101,507          15,624          31,209
                                             --------------  --------------  --------------
Net Assets ................................  $    4,782,211  $    1,321,515  $    5,115,148
                                             ==============  ==============  ==============

NET ASSETS CONSIST OF:

Capital (par value
and paid in surplus) ......................  $    2,854,365  $      805,620  $    2,846,261

Undistributed net
investment income .........................          18,942           6,439            --

Accumulated undistributed
net realized gain on
investments and foreign
currency transactions .....................         779,591         240,419         749,514

Net unrealized appreciation
on investments and translation
of assets and liabilities
in foreign currencies (Note 3) ............       1,129,313         269,037       1,519,373
                                             --------------  --------------  --------------
                                             $    4,782,211  $    1,321,515  $    5,115,148
                                             ==============  ==============  ==============

Investor Class, $0.01 Par Value
($ and shares in full)

Net assets ................................  $4,769,436,954  $1,321,266,212  $5,112,776,795

Shares outstanding ........................      98,986,946      88,901,091     183,512,538

Net asset value
per share .................................  $        48.18  $        14.86  $        27.86

Advisor Class, $0.01 Par Value
($ and shares in full)

Net assets ................................  $    1,288,660  $      119,646  $    2,200,224

Shares
outstanding ...............................          26,759           8,055          79,038

Net asset
value per share ...........................  $        48.16  $        14.85  $        27.84

Institutional Class, $0.01 Par Value
($ and shares in full)

Net assets ................................  $   11,485,686  $      129,109  $      170,672

Shares
outstanding ...............................         238,088           8,680           6,122

Net asset
value per share ...........................  $        48.24  $        14.87  $        27.88
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

ANNUAL REPORT                   STATEMENTS OF ASSETS AND LIABILITIES     25

<TABLE>
<CAPTION>
                           STATEMENTS OF OPERATIONS

YEAR ENDED OCTOBER 31,
1997

                                            SELECT       HERITAGE      GROWTH
INVESTMENT INCOME                                     (In Thousands)

Income:
<S>                                           <C>           <C>           <C>  
Dividends (net of foreign
taxes withheld of $946, $163,
and $648, respectively) ..............  $    53,832   $     9,647   $    41,246

Interest .............................        5,796         2,943         8,269
                                        -----------   -----------   -----------
                                             59,628        12,590        49,515
                                        -----------   -----------   -----------

Expenses (Note 2):

Management fees ......................       44,667        11,960        48,473

Distribution fees and
Shareholder service
fees-Advisor Class ...................            1          --               1

Directors' fees and
expenses .............................           44            11            47
                                        -----------   -----------   -----------
                                             44,712        11,971        48,521
                                        -----------   -----------   -----------

Net investment income ................       14,916           619           994
                                        -----------   -----------   -----------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN CURRENCY
(NOTE 3)

Net realized gain (loss) on:

Investments ..........................      782,992       242,672       763,422

Foreign currency
transactions .........................        6,514         5,977        (3,683)
                                        -----------   -----------   -----------
                                            789,506       248,649       759,739
                                        -----------   -----------   -----------

Change in net unrealized
appreciation on:

Investments ..........................      270,602        52,463       400,694

Translation of assets and
liabilities in
foreign currencies ...................         (536)         (190)         (666)
                                        -----------   -----------   -----------
                                            270,066        52,273       400,028
                                        -----------   -----------   -----------

Net realized and unrealized
gain on investments ..................    1,059,572       300,922     1,159,767
                                        -----------   -----------   -----------

Net Increase
in Net Assets
Resulting from
Operations ...........................  $ 1,074,488   $   301,541   $ 1,160,761
                                        ===========   ===========   ===========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

26   STATEMENTS OF OPERATIONS               AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                      STATEMENTS OF CHANGES IN NET ASSETS


YEARS ENDED OCTOBER 31, 1997
AND OCTOBER 31, 1996
                                                SELECT                      HERITAGE                    GROWTH
Increase (Decrease)
in Net Assets                               1997         1996           1997         1996          1997          1996

OPERATIONS
                                                                         ($ IN THOUSANDS)

Net investment
<S>                                  <C>           <C>           <C>           <C>           <C>           <C>         
income (loss) .....................  $    14,916   $    21,045   $       619   $      (125)  $       994   $    (3,163)

Net realized gain on
investments and foreign
currency transactions .............      789,506       364,952       248,649        69,544       759,739       104,580

Change in net unrealized
appreciation on investments
and translation of assets
and liabilities in foreign
currencies ........................      270,066       324,433        52,273        34,728       400,028       253,622
                                     -----------   -----------   -----------   -----------   -----------   -----------

Net increase in net assets
resulting from operations .........    1,074,488       710,430       301,541       104,147     1,160,761       355,039
                                     -----------   -----------   -----------   -----------   -----------   -----------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:

Investor
Class .............................      (31,065)      (26,725)       (8,095)       (4,182)      (38,510)      (14,900)

From net realized gains
from investment transactions:

Investor
Class .............................     (353,996)     (462,881)      (62,011)      (53,228)      (51,784)     (642,609)

In excess of net realized gain:

Investor
Class .............................         --            --            --            --            --         (16,441)
                                     -----------   -----------   -----------   -----------   -----------   -----------

Decrease in net assets
from distributions ................     (385,061)     (489,606)      (70,106)      (57,410)      (90,294)     (673,950)
                                     -----------   -----------   -----------   -----------   -----------   -----------

CAPITAL SHARE TRANSACTIONS (NOTE 4)

Net increase (decrease)
in net assets from capital
share transactions ................       54,105      (190,583)        6,929        28,091      (720,743)      (45,559)
                                     -----------   -----------   -----------   -----------   -----------   -----------

Net increase (decrease)
in net assets .....................      743,532        30,241       238,364        74,828       349,724      (364,470)

NET ASSETS

Beginning of year .................    4,038,679     4,008,438     1,083,151     1,008,323     4,765,424     5,129,894
                                     -----------   -----------   -----------   -----------   -----------   -----------
End of year .......................  $ 4,782,211   $ 4,038,679   $ 1,321,515   $ 1,083,151   $ 5,115,148   $ 4,765,424
                                     ===========   ===========   ===========   ===========   ===========   ===========

Undistributed
netinvestment income ..............  $    18,942   $    28,576   $     6,439   $     7,938   $      --     $    38,410
                                     ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

ANNUAL REPORT                   STATEMENTS OF CHANGES IN NET ASSETS      27


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION  -- American  Century Mutual Funds,  Inc. (the  Corporation) is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management investment company.  American Century - Twentieth Century Select Fund
(Select),  American Century - Twentieth  Century  Heritage Fund (Heritage),  and
American Century - Twentieth  Century Growth Fund (Growth) (the Funds) are three
of the thirteen series of funds issued by the Corporation. The Funds' investment
objective is to seek capital growth by investing primarily in equity securities.
The Funds are authorized to issue three classes of shares:  the Investor  Class,
the  Advisor  Class and the  Institutional  Class.  The three  classes of shares
differ  principally in their respective  shareholder  servicing and distribution
expenses and  arrangements.  All shares of each Fund represent an equal pro rata
interest  in the  assets  of the class to which  such  shares  belong,  and have
identical voting, dividend,  liquidation and other rights and the same terms and
conditions,  except for class specific  expenses and exclusive rights to vote on
matters affecting only individual classes. Sale of the Advisor Class for Select,
Heritage and Growth commenced on August 8, 1997, July 11, 1997 and June 4, 1997,
respectively.  Sale of the  Institutional  Class commenced on March 13, 1997 for
Select  and  June 16,  1997 for both  Heritage  and  Growth,  respectively.  The
following significant accounting policies,  related to all classes of the Funds,
are in accordance with accounting  policies generally accepted in the investment
company industry.

    SECURITY VALUATIONS -- Portfolio  securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a principal securities exchange are valued through valuations obtained
from a  commercial  pricing  service  or at the mean of the most  recent bid and
asked prices.  When valuations are not readily available,  securities are valued
at fair value as determined in accordance with  procedures  adopted by the Board
of Directors.

    SECURITY TRANSACTIONS -- Security transactions are accounted for on the date
purchased  or  sold.  Net  realized  gains  and  losses  are  determined  on the
identified cost basis, which is also used for federal income tax purposes.

    INVESTMENT INCOME -- Dividend income less foreign taxes withheld (if any) is
recorded as of the ex-dividend date.  Interest income is recorded on the accrual
basis and includes amortization of discounts and premiums.

    FOREIGN  CURRENCY  TRANSACTIONS  -- The accounting  records of the Funds are
maintained in U.S. dollars.  All assets and liabilities  initially  expressed in
foreign currencies are converted into U.S. dollars at prevailing exchange rates.
Purchases and sales of investment securities,  dividend and interest income, and
certain  expenses  are  translated  at the rates of exchange  prevailing  on the
respective dates of such transactions.

    Net realized foreign  currency  exchange gains or losses arise from sales of
foreign  currencies  and the  difference  between  asset and  liability  amounts
initially stated in foreign  currencies and the U.S. dollar value of the amounts
actually  received or paid. Net unrealized  foreign  currency  exchange gains or
losses  arise from  changes in the value of assets and  liabilities,  other than
portfolio securities, resulting from changes in the exchange rates.

    Net  realized  and  unrealized  foreign  currency  exchange  gains or losses
occurring  during the holding period of portfolio  securities are a component of
realized gain (loss) on investments and unrealized  appreciation  (depreciation)
on investments, respectively.

    FORWARD  FOREIGN  CURRENCY  EXCHANGE  CONTRACTS  -- The Funds may enter into
forward foreign currency exchange contracts for the purpose of settling specific
purchases or sales of securities  denominated in a foreign  currency or to hedge
the Fund's  exposure  to  foreign  currency  exchange  rate  fluctuations.  When
required,  the Funds will segregate assets in an amount  sufficient to cover its
obligations  under the hedge  contracts.  The net U.S.  dollar  value of foreign
currency  underlying  all  contractual  commitments  held by the  Funds  and the
resulting  unrealized  appreciation or depreciation  are determined  daily using
prevailing exchange rates.  Forward contracts involve elements of risk in excess
of the amount  reflected in the Statement of Assets and  Liabilities.  The Funds
bear the risk of an  unfavorable  change in the foreign  currency  exchange rate
underlying  the  forward  contract.  Additionally,   losses  may  arise  if  the
counterparties do not perform under the contract terms.

    REPURCHASE AGREEMENTS -- The Funds may enter into repurchase agreements with
institutions that the Funds'  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost.  Each  Fund  requires  that  the  securities  purchased  in  a  repurchase
transaction  be  transferred  to the custodian in a manner  sufficient to enable
each  Fund to  obtain  those  securities  in the  event of a  default  under the
repurchase  agreement.  ACIM  monitors,  on a  daily  basis,  the  value  of the
securities  transferred to ensure the value,  including accrued interest, of the
securities  under each repurchase  agreement is equal to or greater than amounts
owed to each Fund under each repurchase agreement.

28   NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

    JOINT  TRADING  ACCOUNT --  Pursuant  to an  Exemptive  Order  issued by the
Securities  and  Exchange  Commission,  each Fund,  along with other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase  agreements that are  collateralized  by U.S.
Treasury or Agency obligations.

    INCOME TAX STATUS -- It is the policy of the Funds to distribute all taxable
income and capital gains to shareholders and to otherwise qualify as a regulated
investment  company under provisions of the Internal Revenue Code.  Accordingly,
no provision has been made for federal income taxes.

    DISTRIBUTIONS  TO SHAREHOLDERS -- Distributions to shareholders are recorded
on the  ex-dividend  date.  Distributions  from net  investment  income  and net
realized gains are declared and paid annually.

    The  character  of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These  differences  are primarily due to differing
treatments for foreign currency transactions and wash sales.

    ADDITIONAL  INFORMATION -- Certain officers and directors of the Corporation
are also officers and/or directors, and, as a group, controlling stockholders of
American Century  Companies,  Inc., the parent of the  Corporation's  investment
manager,  ACIM,  the  Corporation's  distributor,  American  Century  Investment
Services,  Inc., and the Corporation's transfer agent, American Century Services
Corporation.

    USE OF ESTIMATES -- The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements, and the reported amounts of increases and decreases in
net assets from  operations  during the reporting  period.  Actual results could
differ from those estimates.
- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

    The  Corporation  has entered  into a  Management  Agreement  with ACIM that
provides the Funds with investment  advisory and management services in exchange
for a single,  unified management fee per class. The Agreement provides that all
expenses of the Funds, except brokerage commissions,  taxes, interest,  expenses
of those directors who are not considered "interested persons" as defined in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will be paid by ACIM. The fee is computed daily and paid monthly based
on each Fund's class average daily closing net assets during the previous month.
The  annual   management  fee  for  the  Investor   Class,   Advisor  Class  and
Institutional Class is 1.00%, 0.75% and 0.80%, respectively.

    The Board of Directors has adopted a shareholder  services and  distribution
plan for the Advisor Class, pursuant to Rule 12b-1 of the Investment Company Act
of 1940. The Advisor Class Master  Distribution  and  Shareholder  Services Plan
provides that the Funds will pay ACIM an annual  distribution fee equal to 0.25%
and service fee equal to 0.25%.  The fees are  computed  daily and paid  monthly
based on the  Advisor  Class's  average  daily  closing  net  assets  during the
previous month.  The  distribution  fee provides  compensation  for distribution
expenses  incurred by financial  intermediaries  in connection with distributing
shares of the Advisor Class including,  but not limited to, payments to brokers,
dealers, and financial institutions that have entered into sales agreements with
respect  to shares of the Funds.  The  service  fee  provides  compensation  for
shareholder  and  administrative  services  rendered by ACIM,  its affiliates or
independent third party providers.  Fees incurred under the Master  Distribution
and  Shareholder  Services Plan for the period ended October 31, 1997 were $830,
$170 and $894 for Select, Heritage and Growth, respectively.

ANNUAL REPORT                         NOTES TO FINANCIAL STATEMENTS       29


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997
- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

  Investment transactions,  excluding short-term investments, for the year ended
October 31, 1997 were as follows:

                         SELECT           HERITAGE          GROWTH

                               ($ IN THOUSANDS)


Purchases              $4,078,527        $  800,065        $3,515,099

Proceeds From Sales    $4,439,860        $  867,205        $4,354,630


   On  October  31,  1997,  the  composition  of  unrealized   appreciation  and
depreciation of investment securities based on the aggregate cost of investments
for federal income tax purposes was as follows:


                         SELECT           HERITAGE
GROWTH

                               ($ IN THOUSANDS)

Appreciation ......... $1,178,682         $319,867       $1,569,569

Depreciation .........   (54,386)          (51,497)        (63,274)
                      -----------        ----------     ------------
Net .................. $1,124,296         $268,370       $1,506,295
                      ===========        ==========     ============

Federal Tax Cost ..... $3,685,781        $1,051,806      $3,540,430
                      ===========        ==========     ============

- --------------------------------------------------------------------------------
4. CAPITAL SHARE TRANSACTIONS

    There are 250,000,000,  250,000,000,  and 500,000,000 shares of the Investor
Class  authorized for issuance by Select,  Heritage,  and Growth,  respectively.
There are 105,000,000,  105,000,000 and 210,000,000  shares of the Advisor Class
authorized for issuance for Select, Heritage and Growth, respectively. There are
41,000,000,   41,000,000  and  80,000,000  shares  of  the  Institutional  Class
authorized   for  issuance  by  Select,   Heritage  and  Growth,   respectively.
Transactions in shares of the Funds were as follows:

<TABLE>
                                             SELECT                           HERITAGE                          GROWTH
                                      Shares          Amount           Shares          Amount            Shares          Amount
- ---------------------------------------------------------------------------------------------------------------------------------

INVESTOR CLASS                                  (IN THOUSANDS)

Year ended October 31, 1997

<S>                                  <C>         <C>                   <C>         <C>                   <C>         <C>        
Sold ......................          17,600      $   778,552           26,794      $   355,329           35,274      $   876,879

Issued in
reinvestment of
distributions .............           9,470          371,414            5,793           68,885            3,935           87,875

Redeemed ..................         (25,362)      (1,106,798)         (32,170)        (418,518)         (70,222)      (1,687,973)
                                -----------      -----------      -----------      -----------      -----------      -----------
Net increase
(decrease) ................           1,708      $    43,168              417      $     5,696          (31,013)     $  (723,219)
                                ===========      ===========      ===========      ===========      ===========      ===========


Year ended October 31, 1996

Sold ......................          10,936      $   416,837           22,820      $   266,770           34,900      $   721,179

Issued in reinvestment
of distributions ..........          13,373          471,136            5,129           56,471           34,403          659,172

Redeemed ..................         (28,464)      (1,078,556)         (25,302)        (295,150)         (69,582)      (1,425,910)
                                -----------      -----------      -----------      -----------      -----------      -----------

Net increase
(decrease) ................          (4,155)     $  (190,583)           2,647      $    28,091             (279)     $   (45,559)
                                ===========      ===========      ===========      ===========      ===========      ===========
</TABLE>

30 NOTES TO FINANCIAL STATEMENTS                    AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997
- --------------------------------------------------------------------------------
4. CAPITAL SHARE TRANSACTIONS (CONT.)


<TABLE>
                                    SELECT                     HERITAGE                   GROWTH
                              Shares      Amount         Shares        Amount      Shares         Amount
- -----------------------------------------------------------------------------------------------------

ADVISOR CLASS

Period ended
October 31, 1997(1)

<S>                              <C>     <C>                 <C>     <C>                 <C>     <C>     
Sold .................           30      $  1,512            12      $    167            81      $  2,368

Issued in reinvestment
of distributions .....         --            --            --            --            --            --

Redeemed .............           (3)         (163)           (4)          (52)           (2)          (50)
                           --------      --------      --------      --------      --------      --------

Net increase .........           27      $  1,349             8      $    115            79      $  2,318
                           ========      ========      ========      ========      ========      ========

INSTITUTIONAL CLASS

Period ended
October 31, 1997(2)

Sold .................          258      $ 10,551             9      $  1,118             6      $    158

Issued in reinvestment
of distributions .....         --            --            --            --            --            --

Redeemed .............          (20)         (963)         --            --            --            --
                           --------      --------      --------      --------      --------      --------

Net increase .........          238      $  9,588             9      $  1,118             6      $    158
                           ========      ========      ========      ========      ========      ========
</TABLE>
- ----------

(1)  Sale of the Advisor  Class for Select,  Heritage  and Growth  commenced  on
     August 8, 1997, July 11, 1997 and June 4, 1997, respectively.

(2)  Sale of the  Institutional  Class for Select commenced on June 16, 1997 and
     on March 13, 1997 for both Heritage and Growth, respectively.

- --------------------------------------------------------------------------------
5. AFFILIATED COMPANY TRANSACTIONS

  A summary of  transactions  for each issuer which is or was an affiliate at or
during the year ended October 31, 1997, follows:

<TABLE>
                     Share                                    Realized          October 31, 1997
                    Balance        Purchase        Sales       Gain          Share           Market
Fund/ Issuer(1)     10/31/96         Cost           Cost       (Loss)        Balance         Value

HERITAGE                                        ($ IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------
<S>                   <C>           <C>          <C>            <C>          <C>            <C>    
InaCom Corp.               --       $2,299       $   1,382      $ (119)      540,000        $16,639
                                ==========     ===========   =========                  ===========

GROWTH
- ---------------------------------------------------------------------------------------------------
Xylan Corporation   2,285,500      $15,153        $118,765    $(70,174)           --             --
                                ==========     ===========   =========                  ===========
</TABLE>
- ----------
(1) None of the securities produced income during the period held.


ANNUAL REPORT                                NOTES TO FINANCIAL STATEMENTS    31

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                                    SELECT

                                                    FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31

                                                                          Investor Class

                                           1997              1996              1995           1994           1993
PER-SHARE DATA

Net Asset Value,
<S>                              <C>               <C>               <C>               <C>           <C>         
Beginning of Year ............   $        41.52    $        39.52    $        37.67    $      45.76  $      39.18
                                    -----------       -----------       -----------       ---------     ---------
Income From
Investment Operations

Net Investment Income ........             0.15(1)           0.20(1)           0.33(1)         0.40          0.46

Net Realized and Unrealized
Gain (Loss) on Investment
Transactions .................            10.51              6.73              4.68           (3.59)         7.94
                                    -----------       -----------       -----------       ---------     ---------

Total From Investment
Operations ...................            10.66              6.93              5.01           (3.19)         8.40
                                    -----------       -----------       -----------       ---------     ---------

Distributions

From Net Investment
Income .......................            (0.32)            (0.27)            (0.28)          (0.43)        (0.49)

From Net Realized Gains on
Investment Transactions ......            (3.68)            (4.66)            (2.75)          (4.47)        (1.31)

In Excess of Net
Realized Gains ...............          --                --                  (0.13)        --              (0.02)
                                    -----------       -----------       -----------       ---------     ---------
Total Distributions ..........            (4.00)            (4.93)            (3.16)          (4.90)        (1.82)
                                    -----------       -----------       -----------       ---------     ---------

Net Asset Value,
End of Year ..................   $        48.18    $        41.52    $        39.52    $      37.67  $      45.76
                                    ===========       ===========       ===========       =========     =========

Total Return(2) ..............            27.89%            19.76%            15.02%          (7.37)%       22.20%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ........             1.00%             1.00%             1.00%           1.00%         1.00%

Ratio of Net Investment Income
to Average Net Assets ........             0.33%             0.50%             0.90%           1.00%         1.10%

Portfolio Turnover Rate ......               94%              105%              106%            126%           82%

Average Commission
Paid per Share of Equity
Security Traded ..............   $         0.0457  $         0.0410  $         0.0460          --(3)         --(3)

Net Assets, End of Year
(in millions) ................   $          4,769  $          4,039  $         4,008      $   4,278     $   5,160
</TABLE>
- ----------

(1)  Computed using average shares outstanding throughout the period.

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

(3)  Disclosure of average  commission  paid per share of equity security traded
     was not required prior to the year ended October 31, 1995.

SEE NOTES TO FINANCIAL STATEMENTS

32    FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                             FINANCIAL HIGHLIGHTS
                                    SELECT

                     FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD AS INDICATED

                                                                       Advisor
                                                                        Class

                                                                       1997(1)

PER-SHARE DATA

Net Asset Value, Beginning of Period .........................   $       49.43
                                                                    ----------

Income From Investment Operations

Net Investment Loss(2) .......................................           (0.02)

Net Realized and Unrealized Loss on
Investment Transactions ......................................           (1.25)
                                                                    ----------

Total From Investment Operations .............................           (1.27)
                                                                    ----------

Net Asset Value, End of Period ...............................   $       48.16
                                                                    ==========

Total Return(3) ..............................................           (2.57)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ............          1.25%(4)

Ratio of Net Investment Loss to Average Net Assets ...........        (0.17)%(4)

Portfolio Turnover Rate ......................................            94%

Average Commission Paid per Share of Equity Security Traded ..   $       0.045

Net Assets, End of Period (in thousands) .....................   $       1,289
- ----------

(1)  August 8, 1997 (commencement of sale) through October 31, 1997.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(4)  Annualized.

SEE NOTES TO FINANCIAL STATEMENTS

ANNUAL REPORT                                  FINANCIAL HIGHLIGHTS       33


                             FINANCIAL HIGHLIGHTS
                                    SELECT

                     FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD AS INDICATED

                                                                  Institutional
                                                                       Class

                                                                      1997(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period ...............................................   $40.56
                                                                     ---------
Income From
Investment Operations

Net Investment Income(2) ...........................................    0.13

Net Realized and Unrealized
Gain on Investment Transactions ....................................    7.55
                                                                     ---------
Total From
Investment Operations ..............................................    7.68
                                                                     ----------
Net Asset Value,
End of Period ......................................................  $48.24
                                                                     ==========
Total Return(3) ....................................................   18.93%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ..............................................    0.80%(4)

Ratio of Net Investment
Income to Average Net Assets .......................................    0.45%(4)

Portfolio Turnover Rate ............................................      94%

Average Commission Paid
per Share of Equity Security Traded ................................    $0.0457

Net Assets,
End of Period (in thousands)                                            $11,486
- ----------

(1)  March 13, 1997 (commencement of sale) through october 31, 1997.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(4)  Annualized.

SEE NOTES TO FINANCIAL STATEMENTS

34     FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                                   HERITAGE

                                              FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31

              
                                                                        Investor Class
                                           1997              1996            1995         1994         1993
PER-SHARE DATA

Net Asset Value,
<S>                              <C>               <C>             <C>               <C>         <C>       
Beginning of Year ............   $        12.24    $        11.75  $        10.32    $    11.03  $     9.30
                                    -----------       -----------     -----------       -------     -------
Income From
Investment Operations

Net Investment Income ........             0.01(1)            --(1)          0.05(1)       0.07        0.07

Net Realized and
Unrealized Gain (Loss)
on Investment Transactions ...             3.41              1.15            1.96         (0.21)       2.43
                                    -----------       -----------     -----------       -------     -------
Total From Investment
Operations ...................             3.42              1.15            2.01         (0.14)       2.50
                                    -----------       -----------     -----------       -------     -------
Distributions

From Net Investment Income ...            (0.09)            (0.05)          (0.03)        (0.06)      (0.09)

From Net Realized Gains on
Investment Transactions ......            (0.71)            (0.61)          (0.52)        (0.50)      (0.68)

In Excess of Net
Realized Gains ...............              --                --            (0.03)        (0.01)        --
                                    -----------       -----------     -----------       -------     -------

Total Distributions ..........            (0.80)            (0.66)          (0.58)        (0.57)      (0.77)
                                    -----------       -----------     -----------       -------     -------

Net Asset Value,
End of Year ..................   $        14.86    $        12.24  $        11.75    $    10.32  $    11.03
                                    ===========       ===========     ===========       =======     =======

Total Return(2) ..............            29.56%            10.44%          21.04%        (1.13)%     28.64%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ........             1.00%             0.99%           0.99%         1.00%       1.00%

Ratio of Net Investment Income
to Average Net Assets ........             0.05%              --             0.50%         0.70%       0.70%

Portfolio Turnover Rate ......               69%              122%            121%          136%        116%

Average Commission
Paid per Share of Equity
Security Traded ..............   $       0.0436  $         0.0420  $       0.0420           --(3)       --(3)

Net Assets, End of Year
(in millions) ................   $        1,321  $          1,083  $        1,008    $      897   $     702
</TABLE>
- ----------

(1)  Computed using average shares outstanding throughout the period.

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

(3)  Disclosure of average  commission  paid per share of equity security traded
     was not required prior to the year ended October 31, 1995.


SEE NOTES TO FINANCIAL STATEMENTS

ANNUAL REPORT                                  FINANCIAL HIGHLIGHTS       35


                             FINANCIAL HIGHLIGHTS
                                   HERITAGE

                     FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD AS INDICATED



                                                                       Advisor
                                                                        Class
                                                                       1997(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period ......................................        $      14.23
                                                                     ---------
Income From Investment Operations

Net Investment Loss(2) ...................................               (0.01)

Net Realized and
Unrealized Gain
on Investment Transactions ...............................                0.63
                                                                     ---------
Total From Investment Operations .........................                0.62
                                                                     ---------
Net Asset Value, End of Period ...........................        $      14.85
                                                                     =========
Total Return(3) ..........................................                4.36%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ....................................              1.25%(4)

Ratio of Net Investment
Loss to Average Net Assets ...............................            (0.23)%(4)

Portfolio Turnover Rate ..................................                69%

Average Commission Paid
per Share of Equity Security Traded ......................        $     0.0436

Net Assets, End of Period (in thousands) .................        $        120
- ----------

(1)  July 11, 1997 (commencement of sale) through october 31, 1997.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(4)  Annualized.

SEE NOTES TO FINANCIAL STATEMENTS

36    FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                             FINANCIAL HIGHLIGHTS
                                   HERITAGE

                     FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD AS INDICATED


                                                                   Institutional
                                                                       Class
                                                                      1997(1)

PER-SHARE DATA

Net Asset Value, Beginning of Period ................................  $13.60
                                                                     ----------
Income From Investment Operations

Net Investment Income(2) ............................................    0.01

Net Realized and Unrealized
Gain on Investment Transactions .....................................    1.26
                                                                     ----------
Total From Investment Operations ....................................    1.27
                                                                     ----------
Net Asset Value, End of Period ......................................  $14.87
                                                                     ==========
Total Return(3) .....................................................    9.34%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets ..................................................  0.80%(4)

Ratio of Net Investment Income to
 Average Net Assets .................................................  0.21%(4)

Portfolio Turnover Rate .............................................      69%

Average Commission Paid per Share
of Equity Security Traded ...........................................  $0.0436

Net Assets, End of Period (in thousands) ............................     $129
- ----------

(1)  June 16, 1997 (commencement of sale) through October 31, 1997.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. total returns for periods less than one year are not
     annualized.

(4)  Annualized.

SEE NOTES TO FINANCIAL STATEMENTS

ANNUAL REPORT                                  FINANCIAL HIGHLIGHTS       37


<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                                    GROWTH

                                              FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31

                                                                Investor Class

                                  1997              1996             1995             1994            1993
PER-SHARE DATA

Net Asset Value,
<S>                           <C>               <C>               <C>               <C>           <C>      
Beginning of Year .........   $     22.21       $     23.88       $     22.99       $   25.27     $   23.64
                              -----------       -----------       -----------       ---------     ---------
Income From Investment
Operations

Net Investment
Income (Loss) .............          0.01(1)          (0.01)(1)          0.08(1)         0.06          0.06

Net Realized and Unrealized
Gain on Investment
Transactions ..............          6.07              1.47              4.08            0.48          1.94
                              -----------       -----------       -----------       ---------     ---------
Total From Investment
Operations ................          6.08              1.46              4.16            0.54          2.00
                              -----------       -----------       -----------       ---------     ---------
Distributions

From Net Investment
Income ....................         (0.18)            (0.07)            (0.05)          (0.06)         --

From Net Realized
Gains on Investment
Transactions ..............         (0.25)            (2.98)            (3.18)          (2.76)        (0.36)

In Excess of
Net Realized Gains ........          --               (0.08)            (0.04)           --           (0.01)
                              -----------       -----------       -----------       ---------     ---------

Total Distributions .......         (0.43)            (3.13)            (3.27)          (2.82)        (0.37)
                              -----------       -----------       -----------       ---------     ---------

Net Asset Value,
End of Year ...............   $     27.86       $     22.21       $     23.88       $   22.99     $   25.27
                              ===========       ===========       ===========       =========     =========

Total Return(2) ...........         27.85%             8.18%            22.31%           2.66%         8.48%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets .....          1.00%             1.00%             1.00%           1.00%         1.00%

Ratio of Net Investment
Income (Loss) to Average
Net Assets ................          0.02%            (0.10)%            0.40%           0.30%         0.20%

Portfolio Turnover Rate ...            75%              122%              141%            100%           94%

Average Commission Paid
per Share of Equity
Security Traded ...........   $    0.0393       $    0.0360       $    0.0400           --(3)         --(3)

Net Assets, End of Year
(in millions) .............   $     5,113       $     4,765       $     5,130       $   4,363     $   4,641
</TABLE>
- ----------

(1)  Computed using average shares outstanding throughout the period.

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

(3)  Disclosure of average  commission  paid per share of equity security traded
     was not required prior to the year ended October 31, 1995.

SEE NOTES TO FINANCIAL STATEMENTS

38    FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                             FINANCIAL HIGHLIGHTS

                                    GROWTH

                     FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD AS INDICATED



                                                                       Advisor
                                                                        Class
                                                                       1997(1)

PER-SHARE DATA

Net Asset Value, Beginning of Period ................................. $24.36
                                                                     ----------
Income From Investment Operations

Net Investment Loss(2) ...............................................  (0.06)

Net Realized and Unrealized
Gain on Investment Transactions ......................................   3.54
                                                                     ----------
Total From Investment Operations .....................................   3.48
                                                                     ----------
Net Asset Value, End of Period ....................................... $27.84
                                                                     ==========
Total Return(3) ......................................................  14.29%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ................................................ 1.25%(4)

Ratio of Net Investment Loss
to Average Net Assets ................................................ (0.47)%
(4)

Portfolio Turnover Rate ..............................................     75%

Average Commission Paid
per Share of Equity Security Traded .................................. $0.0393

Net Assets,
End of Period (in thousands) .........................................  $2,200
- ----------

(1)  June 4, 1997 (commencement of sale) through October 31, 1997.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(4)  Annualized.

SEE NOTES TO FINANCIAL STATEMENTS

ANNUAL REPORT                                  FINANCIAL HIGHLIGHTS   39

                             FINANCIAL HIGHLIGHTS
                                    GROWTH

                      FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD AS INDICATED

                                                                   Institutional
                                                                       Class
                                                                      1997(1)

PER-SHARE DATA

Net Asset Value, Beginning of Period .................................  $25.75
                                                                      ----------
Income From Investment Operations

Net Investment Income(2) .............................................    0.01

Net Realized and Unrealized
Gain on Investment Transactions ......................................    2.12
                                                                      ----------
Total From Investment Operations .....................................    2.13
                                                                      ----------
Net Asset Value, End of Period .......................................  $27.88
                                                                      ==========
Total Return(3) ......................................................    8.27%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ................................................  0.80%(4)

Ratio of Net Investment Income
to Average Net Assets ................................................  0.07%(4)


Portfolio Turnover Rate ..............................................      75%

Average Commission Paid per
Share of Equity Security Traded ......................................  $0.039

Net Assets,
End of Period (in thousands) .........................................    $171
- ----------

(1)  June 16, 1997 (commencement of sale) through October 31, 1997.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(4)  Annualized.

SEE NOTES TO FINANCIAL STATEMENTS

40    FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                         INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders, American Century Mutual Funds, Inc:

    We have  audited  the  accompanying  statements  of assets and  liabilities,
including the schedules of investments,  of American Century - Twentieth Century
Select Fund,  American  Century - Twentieth  Century  Heritage Fund and American
Century - Twentieth Century Growth Fund (collectively the "Funds"), three of the
funds comprising American Century Mutual Funds, Inc. (formerly Twentieth Century
Investors,  Inc.),  as of  October  31,  1997,  and the  related  statements  of
operations and changes in net assets for the year then ended,  and the financial
highlights for the year then ended. These financial statements and the financial
highlights are the responsibility of the Funds'  management.  Our responsibility
is to  express  an  opinion  on these  financial  statements  and the  financial
highlights  based on our audits.  The  financial  statements  and the  financial
highlights  of the  Funds for each of the years in the  four-year  period  ended
October 31, 1996 were audited by other auditors whose report, dated November 20,
1996,  expressed  an  unqualified  opinion  on those  statements  and  financial
highlights.

    We conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1997 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

  In our opinion,  such financial  statements and financial  highlights  present
fairly,  in all material  respects,  the financial  position of American Century
Twentieth  Century Select Fund,  American  Century - Twentieth  Century Heritage
Fund and  American  Century -  Twentieth  Century  Growth Fund as of October 31,
1997, the results of their operations,  the changes in their net assets, and the
financial  highlights  for the year  then  ended in  conformity  with  generally
accepted accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
November 26, 1997

ANNUAL REPORT                          INDEPENDENT AUDITORS' REPORT      41


                             PROXY VOTING RESULTS

    An annual meeting of shareholders  was held on July 30, 1997, to vote on the
following  proposals.  All of the  proposals  received the required  majority of
votes and were adopted.

    A summary of voting results is listed below each proposal.

PROPOSAL 1:

To elect a Board of  Directors  of nine  members to hold  office for the ensuing
year or until their successors are elected and qualified.

                               SELECT            HERITAGE        GROWTH

James E. Stowers, Jr.
For:                          62,737,540        44,623,569       118,696,957
Withheld:                      1,022,072           948,548         5,448,791


James E. Stowers III
For:                          62,751,819        44,635,337      118,723,509
Withheld:                      1,007,793           936,780        5,422,239


Thomas A. Brown
For:                          62,829,507       44,697,555       118,850,326
Withheld:                        930,105          874,562         5,295,422


Robert W. Doering, M.D.
For:                          62,762,757       44,644,631      118,724,825
Withheld:                        996,855          927,486        5,420,923


D.D. (Del) Hock
For:                          62,785,187       44,666,138      118,790,569
Withheld:                        974,425          905,979        5,355,179


Linsley L. Lundgaard
For:                          62,718,162       44,594,156      118,686,537
Withheld:                      1,041,450          977,961        5,459,211


Donald H. Pratt
For:                          62,825,579       44,691,629      118,834,410
Withheld:                        934,033          880,488        5,311,338


Lloyd T. Silver, Jr.
For:                          62,777,223       44,662,166      118,757,539
Withheld:                        982,389          909,951        5,388,209


M. Jeannine Strandjord
For:                          62,819,293       44,690,042      118,827,948
Withheld:                        940,319          882,075        5,317,800

PROPOSAL 2:

    To  vote  on  approval  of a  Management  Agreement  with  American  Century
Investment Management, Inc.

                                             SELECT

                                INVESTOR           INSTITUTIONAL

For:                          59,637,134              254,922

Against:                       1,319,169                 --

Abstain:                         237,980                 --

Broker
Non-Vote:                      2,310,407                 --


                               HERITAGE                 GROWTH
                               INVESTOR                INVESTOR

For:                           43,693,092          113,799,304

Against:                        1,104,915            2,623,066

Abstain:                          351,910            2,636,731

Broker
Non-Vote:                         422,200            5,086,647

PROPOSAL 3:

    To vote on the  selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the Corporation.

                         SELECT                HERITAGE             GROWTH

For:                   62,603,688             44,486,251          119,829,210
Against:                  953,560                860,828            1,884,108
Abstain:                  202,364                225,038            2,432,430


42    PROXY VOTING RESULTS                   AMERICAN CENTURY INVESTMENTS


                             PROXY VOTING RESULTS

PROPOSAL 4:

    To vote on the  adoption  of  standardized  investment  limitations  for the
following items:

* Eliminate the fundamental investment limitation concerning diversification of
investments.

                       SELECT                    HERITAGE              GROWTH

For:                  57,462,796               42,627,879            111,201,900

Against:               3,566,605                2,042,576              5,020,965

Abstain:                 419,804                  479,462              2,836,236

Broker
Non-Vote:              2,310,407                  422,200              2,086,647


* Amend the fundamental investment limitation concerning the issuance of senior
securities.

                     SELECT                      HERITAGE                GROWTH

For:                  57,909,801                42,529,408          110,980,892

Against:               3,115,654                 2,136,256            5,153,789

Abstain:                 423,750                   484,253            2,924,420

Broker
Non-Vote:              2,310,407                  422,200             5,086,647


* Amend the fundamental investment limitation concerning borrowing.

                      SELECT                 HERITAGE             GROWTH

For:                 57,216,415              42,296,336         110,783,980

Against:              3,807,202               2,362,944           5,332,822

Abstain:                425,588                 490,637           2,942,299

Broker
Non-Vote:             2,310,407                  422,200          5,086,647


* Amend the fundamental investment limitation concerning lending.

                        SELECT              HERITAGE            GROWTH

For:                   57,304,545          42,306,009        110,848,897

Against:                3,714,724           2,359,900          5,274,153

Abstain:                  429,936             484,008          2,936,051

Broker
Non-Vote:               2,310,407             422,200          5,086,647


*Amend the fundamental investment limitation  concerning concentration of
investments in a  particular industry.

                          SELECT               HERITAGE          GROWTH

For:                    57,335,768           42,442,795      110,890,962

Against:                 3,688,719            2,224,370        5,236,554

Abstain:                   424,718              482,752        2,931,585

Broker
Non-Vote:                2,310,407               422,200       5,086,647


* Eliminate the fundamental investment limitation regarding investments in
illiquid securities.

                          SELECT              HERITAGE          GROWTH

For:                   57,969,236           42,499,703        110,953,267

Against:                3,049,832            2,168,888          5,167,423

Abstain:                  430,137              481,326          2,938,411

Broker
Non-Vote:              2,310,407               422,200          5,086,647


* Eliminate the fundamental limitation concerning investment in other investment
companies.

                          SELECT                 HERITAGE            GROWTH

For:                    58,115,302              42,561,413        111,068,663

Against:                 2,906,769               2,107,999          5,070,068

Abstain:                   427,134                 480,505          2,920,370
 
Broker
Non-Vote:                2,310,407                 422,200          5,086,647


* Amend the fundamental investment limitation concerning investments in real
estate.

                         SELECT                 HERITAGE           GROWTH

For:                 58,141,371               42,605,271        111,089,145

Against:              2,885,454                2,063,237          5,042,262

Abstain:                422,380                  481,409          2,927,694

Broker
Non-Vote:             2,310,407                 422,200           2,086,647

ANNUAL REPORT                                    PROXY VOTING RESULTS   43


                             PROXY VOTING RESULTS

* Amend the fundamental investment limitation concerning underwriting.

                     SELECT                    HERITAGE             GROWTH

For:               58,138,571                  42,544,398        111,129,978

Against:            2,885,579                   2,102,677          5,001,077

Abstain:              425,055                     502,842          2,928,046

Broker
Non-Vote:           2,310,407                     422,200          5,086,647


* Amend the fundamental investment limitation concerning commodities.

                    SELECT                      HERITAGE          GROWTH

For:            57,793,404                 42,369,636          110,833,850

Against:          3,227,532                 2,281,925            5,292,499

Abstain:              8,269                   498,356            2,932,752

Broker
Non-Vote:         2,310,407                   422,200            5,086,647


* Eliminate the fundamental  limitation  concerning  investments in issuers with
less than three years of continuous operations.

                      SELECT                  HERITAGE               GROWTH

For:                 58,085,454             42,532,389            111,030,585

Against:              2,937,955              2,130,814              5,113,202

Abstain:                425,796                486,714              2,915,317

Broker
Non-Vote:             2,310,407                422,200              5,086,647


* Eliminate the fundamental limitation concerning short sales.

                        SELECT                HERITAGE             GROWTH

For:                  57,961,357             42,365,457         110,807,759

Against:               3,060,977              2,292,392           5,312,002

Abstain:                 426,871                492,068           2,939,340

Broker
Non-Vote:              2,310,407                422,200           5,086,647

* Eliminate the fundamental investment limitation concerning margin purchases of
securities.

                         SELECT                 HERITAGE          GROWTH

For:                    57,944,053             42,323,194        110,516,185

Against:                 3,077,525              2,331,177          5,438,135

Abstain:                   427,627                495,546          3,104,781

Broker
   Non-Vote:             2,310,407                422,200          5,086,647


PROPOSAL 5:

    To vote to approve the amendment of a fundamental investment policy.
(Heritage only)

For:                                   43,005,155

Against:                                1,817,545

Abstain:                                  327,217

Broker Non-Vote:                          422,200


44   PROXY VOTING RESULTS                   AMERICAN CENTURY INVESTMENTS


                 SHARE CLASS AND RETIREMENT ACCOUNT INFORMATION

SHARE CLASSES

    Until  September 3, 1996,  the Select,  Heritage and Growth funds issued one
class of fund  shares,  reflecting  the fact that most  investors  bought  their
shares  directly  from  American  Century.  All  investors  paid the same annual
unified management fee and did not pay any commissions or other fees to purchase
shares from American Century.

    Now  more  share   purchases  are  made  by  investors   through   financial
intermediaries  (who ordinarily are compensated for the additional services they
provide) or by very large institutional investors who expect lower costs because
of their size. In September 1996,  American Century began to offer three classes
of shares for the Select,  Heritage and Growth funds. One class is for investors
who buy directly  from  American  Century,  one is for investors who buy through
financial intermediaries, and the third is for large institutional customers.

    The  original  class of  Select,  Growth and  Heritage  shares is called the
INVESTOR CLASS. All shares issued and outstanding  before September 3, 1996 have
been  designated  Investor  Class  shares.  Investor  Class  shares  may also be
purchased  after September 3, 1996.  Investor Class  shareholders do not pay any
commissions  or other fees for purchase of funds shares  directly  from American
Century.  Investors who buy Investor Class shares through a broker-dealer may be
required to pay the  broker-dealer a transaction  fee. THE PRICE AND PERFORMANCE
OF THE  INVESTOR  CLASS  SHARES  ARE  LISTED IN  NEWSPAPERS.  NO OTHER  CLASS IS
CURRENTLY LISTED.

    In  addition,  there  is an  ADVISOR  CLASS,  which is sold  through  banks,
broker-dealers, insurance companies and financial advisors. Advisor Class shares
are subject to a 0.50% Rule 12b-1 service and distribution fee. Half of that fee
is available to pay for recordkeeping and administrative  services,  and half is
available  to  pay  for   distribution   services   provided  by  the  financial
intermediary  through  which the Advisor Class shares are  purchased.  The total
expense  ratio of the Advisor Class is 0.25% higher than the total expense ratio
of the Investor Class.

    There is also an  INSTITUTIONAL  CLASS,  which is available  to  endowments,
foundations,  defined-benefit pension plans or financial  intermediaries serving
these  investors.  This class  recognizes the  relatively  lower cost of serving
institutional customers and others who invest at least $5 million in an American
Century fund or at least $10 million in multiple  funds.  In  recognition of the
larger  investments and account  balances and  comparatively  lower  transaction
costs, the total expense ratio of the Institutional Class is 0.20% less than the
total expense ratio of the Investor Class shares.

    All  classes  of  shares  represent  a pro rata  interest  in the  funds and
generally have the same rights and preferences.

RETIREMENT ACCOUNT INFORMATION

    As required by law,  any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

    When you plan to  withdraw,  you may make your  election by  completing  our
Exchange/  Redemption form or an IRS Form W-4P. Call American Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

    Remember,  even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.

ANNUAL REPORT        SHARE CLASS AND RETIREMENT ACCOUNT INFORMATION    45


                            BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY AND POLICIES

    The Twentieth Century Group offers 10 equity funds that invest in the stocks
of growing  companies,  both  domestically and  internationally.  The philosophy
behind these growth funds  focuses on three  important  principles.  First,  the
funds seek to own successful companies,  which we define as those whose earnings
and revenues are growing at accelerating  rates.  Second, we attempt to keep the
funds fully invested,  regardless of short-term market activity.  Experience has
shown that market gains can occur in unpredictable spurts and that missing those
opportunities can  significantly  limit potential for gain. Third, the funds are
managed by teams,  rather than by one "star".  We believe this allows us to make
better, more consistent management decisions.

    In addition to these principles, each fund has its own investment policies:

    TWENTIETH  CENTURY  SELECT  seeks  large,  established  companies  that show
accelerating  growth  rates;  also,  at least 80% of the fund's  assets  must be
invested in stocks or securities that pay regular dividends or otherwise produce
income.  These dividends,  and the established  nature of the companies in which
Select invests, help lessen the fund's short-term price fluctuations.

    TWENTIETH  CENTURY  HERITAGE  seeks  smaller  and  mid-sized  firms  showing
accelerating  growth rates,  and at least 60% of its assets must be in stocks or
securities  paying  regular  dividends  or  otherwise  producing  income.  While
Heritage's  dividend  requirement  should make the fund less volatile than funds
without  dividends,  it should also display somewhat more price  variability-and
greater long-term growth potential-than Select.

    TWENTIETH  CENTURY GROWTH  invests in larger,  more  established  firms that
exhibit  accelerating  growth.  Because the value of established  firms tends to
change  relatively  slowly,  Growth  can  ordinarily  be  expected  to show more
moderate  price  fluctuations  than  growth  funds  that  invest in  smaller  or
mid-sized firms.

COMPARATIVE INDICES

    The  following  indices are used in the report to serve as fund  performance
comparisons. They are not investment products available for purchase.

    The S&P 500 is a capitalization-weighted index of the stocks of 500 publicly
traded  U.S.  companies  that are  considered  to be leading  firms in  dominant
industries.  Created by  Standard & Poor's  Corporation,  the index is viewed as
broad measure of U.S. stock market performance.

    The S&P MIDCAP 400 INDEX is a capitalization-weighted index of the stocks of
the 400 largest leading U.S.  companies not included in the S&P 500.  Created by
Standard & Poor's Corporation,  it is considered to represent the performance of
mid-capitalization  stocks generally.  The index was created in March 1994. Data
presented for prior periods have been provided by S&P.

- --------------------------------------------------------------------------------
INVESTMENT TEAM LEADERS
- --------------------------------------------------------------------------------
    SELECT:
    Portfolio Manager                    Jean Ledford

    HERITAGE:
    Portfolio Manager                    Nancy Prial

    GROWTH:
    Portfolio Managers                   Kim Goodwin
                                         John Sykora
- --------------------------------------------------------------------------------


46    BACKGROUND INFORMATION                 AMERICAN CENTURY INVESTMENTS


                                   GLOSSARY

RETURNS

    TOTAL RETURN  figures show the overall  dollar or  percentage  change in the
value of a  hypothetical  investment in the Portfolio and assume that all of the
Portfolio's distributions are reinvested.

    AVERAGE ANNUAL RETURNS illustrate the annually compounded returns that would
have  produced  the  Portfolio's  cumulative  total  returns if the  Portfolio's
performance  had been  constant  over the entire  period.  Average  annual total
returns  smooth  out  variations  in a fund's  return;  they are not the same as
year-by-year results. For fiscal year-by-year total returns, please refer to the
Portfolio's "FINANCIAL HIGHLIGHTS" on page 32-40.

PORTFOLIO STATISTICS

    NUMBER OF COMPANIES-- the number of different  companies held by a fund on a
given date.

    PRICE/EARNINGS  (P/E)  RATIO--  a  stock  value  measurement  calculated  by
dividing a company's  stock  price by its  earnings  per share,  with the result
expressed  as a multiple  instead  of as a  percentage.  (Earnings  per share is
calculated  by  dividing  the  after-tax   earnings  of  a  corporation  by  its
outstanding shares.)

    PORTFOLIO TURNOVER-- the percentage of a fund's investment portfolio that is
replaced during a given time period, usually a year. Actively managed portfolios
tend to have higher  turnover than passively  managed  portfolios  such as index
funds.

    EXPENSE  RATIO--  the  operating  expenses  of  the  fund,  expressed  as  a
percentage  of  average  net  assets.  Shareholders  pay  an  annual  fee to the
investment manager for investment advisory and management services. The expenses
and fees are deducted from fund income, not from each shareholder account.  (See
Note 2 in the Notes to Financial Statements.)

TYPES OF STOCKS

    BLUE-CHIP  STOCKS--  stocks of the most  established  companies  in American
industry.   They  are  generally  large,   fairly  stable  companies  that  have
demonstrated  consistent  earnings and usually have long-term growth  potential.
Examples include General Electric and Merck & Company.

    CYCLICAL  STOCKS--  stocks  whose price and  earnings  fluctuations  tend to
follow the ups and downs of the business cycle.  Examples  include the stocks of
automobile manufacturers, steel producers and textile operators.

    GROWTH  STOCKS--  stocks of companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at high P/E ratios.  Examples  currently  include the stocks of  high-tech,
computer hardware and computer software companies.

    LARGE-CAPITALIZATION  ("LARGE-CAP")  STOCKS--  stocks  of  companies  with a
market capitalization (the total value of a company's outstanding stock) of more
than  $500  million.  These  tend to be the  stocks  that  make up the Dow Jones
Industrial Average, the S&P 500 and the Russell 1000 Index.

    MEDIUM CAPITALIZATION ("MID-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of between $1 billion and $5  billion.  These tend to be the
stocks that make up the S&P MidCap 400.

    SMALL-CAPITALIZATION  ("SMALL-CAP")  STOCKS--  stocks  of  companies  with a
market capitalization (the total value of a company's outstanding stock) of less
than $500 million. These tend to be the stocks that make up the Nasdaq Composite
Index and the Russell 2000 Index.

    VALUE   STOCKS--stocks  that  are  purchased  because  they  are  relatively
inexpensive. These stocks are typically characterized by low P/E ratios.

STATISTICAL TERMINOLOGY

    PRICE/BOOK  RATIO-- a stock  value  measurement  calculated  by  dividing  a
company's stock price by its book value per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Book value per share is calculated by
subtracting a company's liabilities from its assets, then dividing that value by
the number of outstanding shares.)

ANNUAL REPORT                               GLOSSARY       47


                                     NOTES

48      NOTES                                  AMERICAN CENTURY INVESTMENTS


                                     NOTES

ANNUAL REPORT                                                 NOTES      49


[american century logo]
American
Century(reg.sm)

P.O. BOX 419200 
KANSAS CITY, MISSOURI 
64141-6200

INVESTOR SERVICES:  
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:  
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:   
1-800-634-4113 OR 816-753-1865

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS, INC.


INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI


THIS REPORT AND THE FINANCIAL  STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR THE
GENERAL  INFORMATION  OF OUR  SHAREHOLDERS.  THE  REPORT IS NOT  AUTHORIZED  FOR
DISTRIBUTION  TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED OR  ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.


AMERICAN CENTURY INVESTMENT SERVICES, INC.


9712           [recycled logo]
SH-BKT-10469      Recycled
<PAGE>
                                    ANNUAL
                                    REPORT

                            [american century logo]
                                    American
                                Century(reg.sm)

                               OCTOBER 31, 1997

                                   TWENTIETH
                                    CENTURY
                                     GROUP

                                     Ultra
                                     Vista


                               TABLE OF CONTENTS

Report Highlights .........................................................    1
Our Message to You ........................................................    2
Market Perspective ........................................................    3
Ultra
           Performance & Portfolio Information ............................    4
           Management Q & A ...............................................    5
           Schedule of Investments ........................................    8
           Financial Highlights ...........................................   25
Vista
           Performance & Portfolio Information ............................   12
           Management Q & A ...............................................   13
           Schedule of Investments ........................................   16
           Financial Highlights ...........................................   28
Statements of Assets and Liabilities ......................................   18
Statements of Operations ..................................................   19
Statements of Changes in Net Assets .......................................   20
Notes to Financial Statements .............................................   21
Independent Auditors' Report ..............................................   31
Proxy Voting Results ......................................................   32
Share Class and Retirement
Account Information .......................................................   35
Background Information
           Investment Philosophy and Policies .............................   36
           Comparative Indices ............................................   36
           Investment Team Leaders ........................................   36
Glossary ..................................................................   37

    American  Century  Investments  offers you nearly 70 fund  choices  covering
stocks,  bonds,  money markets,  specialty  investments and blended  portfolios.
We've organized our funds into three distinct groups,  based on investment style
and objectives, to help simplify your fund decisions. These groups appear below.

                 AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                American Century       Twentieth Century(reg. tm)
     Group(reg. tm)                 Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
                                                               Ultra
                                                               Vista

We welcome your comments or questions about this report.

See the back cover for ways to contact us by mail, phone or e-mail.

Twentieth  Century and American Century are registered marks of American Century
Services  Corporation.  Benham Group is a registered  mark of Benham  Management
Corporation.


                         AMERICAN CENTURY INVESTMENTS


                               REPORT HIGHLIGHTS

MARKET PERSPECTIVE

*     U.S. stock market returns were strong across  capitalization  ranges, with
      the stocks of large and medium-sized companies posting the strongest gains
      and small-cap stocks coming close behind.

*     The S&P 500's  total  return  for the year ended  October  31,  1997,  was
      32.10%,  compared  to 32.67% for the S&P 400 and  29.33%  for the  Russell
      2000.

*     The  strong  gains  were  attributable  to the  continuing  U.S.  economic
      expansion,  which is the third  longest  since World War II.  Although the
      market indices had a strong showing, the ride was not smooth.

*     Gains for small- and mid-cap stocks surpassed large-cap returns in August,
      following  earnings  disappointments  by  several  multinational  consumer
      companies.  Stocks of all sizes faltered in October, as the market reacted
      to turmoil in southeast Asian markets.

ULTRA

*     The fund's  Investor Class had a total return of 19.95% for the year ended
      October 31, 1997.  Over its 16-year  life,  the fund has averaged a 17.84%
      annual return.

*     The fund's top performing stocks came from the pharmaceutical, banking and
      computer systems and software industries.

*     Fund  managers  decreased the fund's  weighting in  technology  stocks and
      concentrated  on those  companies  where fund  managers  believe  earnings
      growth is strongest and most sustainable.

*     Companies  added during the period  include those in the cable and airline
      industries, both of which are benefiting from improved industry pricing.

VISTA

*     For the year ended October 31, 1997,  Vista's  Investor  Class had a total
      return of 0.29%.  The fund had an impressive  26.68% gain during the final
      six months of the  period,  when small- and  medium-capitalization  stocks
      rallied.  However,  that  performance  was  offset  by losses in the prior
      six-month period.

*     Vista  benefited  in the  period's  second half as  investor  faith in the
      earnings  prospects of smaller,  fast-growing  companies  increased and as
      earnings slowed among some high-profile large-cap companies.

*     Top-performing  holdings in Vista included  energy and specialty  software
      companies.   Positions  were  increased  in  energy,   high-tech  contract
      manufacturers and retailers.

                     ULTRA
               INVESTOR CLASS(1)

TOTAL RETURNS:                AS OF 10/31/97
     6 Months                         14.94%(2)
     1 Year                           19.95%
NET ASSETS:                   $21.7 billion
     (AS OF 10/31/97)
INCEPTION DATE:                      11/2/81
TICKER SYMBOL:                         TWCUX

                     VISTA
               INVESTOR CLASS(1)

TOTAL RETURNS:               AS OF 10/31/97
     6 Months                        26.68%(2)
     1 Year                           0.29%
NET ASSETS:                   $1.8 billion
     (AS OF 10/31/97)
INCEPTION DATE:                    11/25/83
TICKER SYMBOL:                        TWCVX

(1) See Share Classes, page 35.
(2) Not annualized.

Many of the investment  terms in this report are defined in the Glossary on page
37.


     ANNUAL REPORT                                     REPORT HIGHLIGHTS       1


                              OUR MESSAGE TO YOU


           [photo of James E. Stowers, Jr. and James E. Stowers III]

    The stock  market's  bull run continued in 1997,  although  there were a few
stumbles.   In  August,   several   widely-held   companies  announced  earnings
disappointments and, in October, currency devaluations in southeast Asia rumbled
through  markets  worldwide.  The U.S.  market  rebounded  after each  period of
turbulence,  as the  underlying  strength of the  economy  supported a continued
advance in stock  prices.  Despite  fallout from Asian  markets,  there are many
reasons  to  believe  strong  stock   performance  will  continue.   Fundamental
indicators of the U.S.  economy's health remain solid,  providing an environment
for companies to build earnings without surrendering gains to inflation.

    Not all  investors  participated  equally in the market's  performance.  Our
funds  that  invest in the  stocks  of  small-  and  mid-sized  companies  had a
disappointing fiscal year. We have increased our focus on these funds to provide
additional  staffing  and other  resources  the team needs to  achieve  improved
returns. We are not satisfied with results of the past year and are committed to
doing better.

    In 1998,  American  Century  will enter its 40th year, a landmark few mutual
fund  companies  can claim.  During the 1990s,  we have  broadened  our range of
investment  choices  dramatically to meet your needs.  Today,  American  Century
offers  nearly  70  funds,  enabling  us to  meet  a  broad  array  of  investor
objectives.

    The  company's   tradition  of  creating  new  opportunities  for  investors
continued  in July,  when we announced  that J.P.  Morgan had agreed to become a
significant  minority  shareholder in American Century. For more than 150 years,
J.P. Morgan has served  institutions,  governments and individuals  with complex
financial needs.  Within the framework of this proposed  relationship,  American
Century  will  continue  to operate as an  independent  company.  Our  corporate
management  team will remain the same, and the Stowers family will retain voting
control of the company.  This  proposed  business  partnership  will allow us to
expand and enhance the services we provide investors.

    These are interesting times to be in the mutual fund industry, whether as an
investor or a CEO.  Some  analysts  see  inflation  on the  horizon.  Others see
deflation,  as global competition forces prices downward.  Meanwhile,  investors
enjoy  new  choices  when  investing  for  retirement,  including  the  expanded
opportunities  provided by the Taxpayer Relief Act of 1997.  Whatever your needs
or  outlook,  we hope you will give us an  opportunity  to help you  reach  your
financial goals.

Sincerely,

/s/James E. Stowers, Jr.               /s/James E. Stowers III
James E. Stowers, Jr.                  James E. Stowers III
Chairman of the Board and Founder      President and Chief Executive Officer


2      OUR MESSAGE TO YOU                     AMERICAN CENTURY INVESTMENTS


                              MARKET PERSPECTIVE

THE YEAR IN REVIEW

    On October 31, 1997,  the U.S.  economic  expansion  completed its eightieth
month,  making it the third longest since World War II. A 106-month-long  period
of sustained  economic  growth in the 1960s is the record holder,  followed by a
92-month spell in the 1980s.  The  difference  this decade is an average rate of
inflation of just over 2%  annually,  much lower than at similar  stages  during
earlier  expansions.  Wage  pressure,  a key component of inflation,  has yet to
materialize  despite the lowest  unemployment  rates since the early 1970s. U.S.
corporations have used  restructurings  and  technological  advances to increase
productivity  more  rapidly  than  the  demand  for  labor.  In the  absence  of
inflationary  pressure,  interest  rates have remained low,  reducing  corporate
borrowing  costs. As a result,  profit margins are at their highest levels since
1969 and the economy has benefited  greatly.  It grew at a torrid annual pace of
4.9% in the first  quarter  of 1997,  the  strongest  quarter  in more than nine
years.  Growth in the second and third quarters remained strong, at annual rates
of 3.3% each quarter.

THE MARKETS

    The stock  market has  reflected  this period of economic  growth,  with all
sectors  showing  robust  returns.  The chart above  captures the market's climb
during the year ended  October  31,  1997.  Although  the  indices  had a strong
showing,  the ride was not  smooth,  with  levels of  volatility  and volumes of
shares traded setting records in August and October. Whereas the S&P 500 was far
ahead of the other  indices  at April 30,  1997,  the gap had  closed six months
later.

[line graph - data below]

MARKET PERFORMANCE MEASUREMENTS
Comparative Growth of $1.00 for the year ended October 31, 1997

               S&P 500        S&P 400     Russell 2000
                                             Growth
10/31/96        $1.00          $1.00         $1.00
11/30/96        $1.07          $1.06         $1.04
12/31/96        $1.06          $1.06         $1.07
1/31/97         $1.12          $1.10         $1.09
2/28/97         $1.13          $1.09         $1.06
3/31/97         $1.08          $1.04         $1.01
4/30/97         $1.15          $1.07         $1.02
5/31/97         $1.21          $1.16         $1.13
6/30/97         $1.27          $1.20         $1.18
7/31/97         $1.37          $1.31         $1.23
8/31/97         $1.29          $1.31         $1.26
9/30/97         $1.37          $1.39         $1.35
10/31/97        $1.32          $1.33         $1.29

Comparative One-Year Returns for the year ended October 31, 1997

         S&P 500                  32.10%
         S&P MidCap 400           32.67%
         Russell 2000             29.33%

         SOURCE: LIPPER ANALYTICAL SERVICES, INC.

    A handful of large,  multinational stocks continued their two-year dominance
of the market until  August,  when  Coca-Cola  and Gillette  announced  earnings
disappointments.  Other large  companies  followed  with similar  announcements,
leading  to an  abrupt  halt in the  market's  relentless  upward  march and the
outperformance of large stocks. The S&P 500 index was down 5.8% for the month of
August.

    Stock prices resumed their upward move in September;  however,  the gains of
small and  mid-cap  stocks  exceeded  those of large  caps.  October saw another
reversal as the market reacted to news of currency devaluations across southeast
Asia. Those devaluations sent market indices plummeting in such emerging markets
as Thailand,  Malaysia and Singapore.  U.S.  investors  started paying attention
when the panic  selling  reached  Hong Kong and  European  markets.  The S&P 500
dropped 3.45% in October,  the S&P MidCap 400 dropped 4.35% and the Russell 2000
fell 4.39% amid fears that the sell-off  overseas  would  translate into reduced
corporate profits for U.S. multinational companies in 1998.

    The relative  outperformance  of medium- and  small-cap  stocks later in the
year  resulted  from  several  factors.  These  companies'  profits  are  not as
dependent on foreign trade as the profits of larger  companies;  small companies
were not tainted by the earnings  disappointments that hurt the large-cap sector
over the  summer;  and  small-cap  prices had  reached  very  attractive  levels
relative to earnings, positioning them for a strong rebound.


     ANNUAL REPORT                                    MARKET PERSPECTIVE       3


<TABLE>
<CAPTION>
                                     ULTRA

TOTAL RETURNS AS OF OCTOBER 31, 1997*
                                                                                     AVERAGE ANNUAL RETURNS
                                  6 MONTHS         1 YEAR        3 YEARS         5 YEARS        10 YEARS     LIFE OF FUND

INVESTOR CLASS (inception 11/2/81)
<S>                               <C>             <C>             <C>             <C>             <C>           <C>   
   Ultra ........................ 14.94%          19.95%          22.07%          20.00%          22.52%        17.84%
   S&P 500 ...................... 15.14%          32.10%          27.45%          19.82%          17.13%        17.25%

ADVISOR CLASS (inception 10/2/96)
   Ultra ........................ 14.76%          19.59% ...................................................... 17.92%
   S&P 500 ...................... 15.14%          32.10% ...................................................... 31.37%

INSTITUTIONAL CLASS (inception 11/14/96)
   Ultra ........................ 15.07% ...................................................................... 15.28%
   S&P 500 ...................... 15.14% ...................................................................... 26.61%
</TABLE>
- ----------
*Returns for periods less than one year are not annualized.

See pages 35, 36 and 37 for more  information  about share classes,  the S&P 500
and returns.

[line graph - data below]

GROWTH  OF  $10,000  OVER 10 YEARS  (Investor  Class)  $10,000  investment  made
10/31/97

                   ULTRA            S & P 500
10/31/87          $10,000            $10,000
10/31/88          $11,953            $11,483
10/31/89          $16,779            $14,500
10/31/90          $15,265            $13,410
10/31/91          $30,762            $17,902
10/31/92          $30,623            $19,680
10/31/93          $42,805            $22,610
10/31/94          $41,914            $23,485
10/31/95          $57,376            $29,675
10/31/96          $63,566            $36,805
10/31/97          $76,245            $48,620

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original  cost.  Data quoted is for Investor Class only;  performance  for other
classes will vary due to differences  in fee  structures  (see the Total Returns
table above).

The line representing  Ultra's total return includes operating expenses (such as
transaction  costs and  management  fees) that reduce  returns,  while the total
return line of the S&P 500 does not.

PORTFOLIO AT A GLANCE

                                               10/31/97          10/31/96

Number of Companies                               137               109
Median Price/Earnings Ratio                       24.7             26.8
Portfolio Turnover                                107%              87%
Expense Ratio (for Investor Class)               1.00%             1.00%


4      ULTRA                                  AMERICAN CENTURY INVESTMENTS


                                     ULTRA

MANAGEMENT Q & A

    An interview with Jim Stowers III and Bruce Wimberly,  portfolio managers on
the Ultra investment  team. 

Note:  All fund returns  referenced  in this  interview  are for Investor  Class
shares.

HOW DID THE FUND PERFORM?

    Ultra  shareholders  continued  to enjoy a strong  absolute  return on their
investment. The fund had a total return of 19.95% for the year ended October 31,
1997. Over the 16-year life of the fund, it has averaged a 17.84% annual return.
In the most recent six-month  period,  the fund provided  attractive  returns as
investors favored the stocks of many large companies with high growth rates.

    In comparative  terms,  the fund's returns  matched those of the S&P 500 for
the final six months of the period,  with both at approximately 15%. As we noted
in the semiannual  report,  Ultra lagged the S&P 500 during the first six months
of the fund's  fiscal year,  which  explains the S&P 500's higher return for the
year.  As  experienced  growth  investors  know,  the stocks of  companies  with
accelerating earnings come in and out of favor in the market. For the year ended
October 31,  1997,  growth  stocks had a  relatively  weak first  half,  rallied
sharply in the  summer,  and  retreated  with the rest of the market in October.
Despite  these  rotations  in investor  sentiment,  we remain  committed  to our
investment  philosophy of accelerating  growth because we believe,  over time, a
stock's price will follow earnings upward.

WHAT STOCKS OR SECTORS CONTRIBUTED MOST  TO PERFORMANCE DURING THE YEAR?

    From the table on page 6, you can see pharmaceuticals, banking and financial
services were our top three sector  weightings at October 31, 1997.  The biggest
individual stock  contributors to performance were found in these sectors and in
computer systems and software.

[bar chart - data below]

ULTRA'S ONE-YEAR RETURNS (Periods ended October 31)

                  ULTRA          S & P 500
10/31/88          19.52%           14.83%
10/31/89          40.37%           26.27%
10/31/90          -9.02%           -7.52%
10/31/91         101.51%           33.50%
10/31/92          -0.45%            9.93%
10/31/93          39.78%           14.89%
10/31/94          -2.08%            3.87%
10/31/95          36.89%           26.36%
10/31/96          10.79%           24.03%
10/31/97          19.95%           32.10%

This chart  illustrates  the fund's  returns over the past 10 years and compares
them  with the S&P  500's  returns.  Ultra's  total  returns  include  operating
expenses,  while the S&P 500's returns do not. See page 36 for a description  of
the S&P 500.  Past  performance  is no guarantee of future  results.  Investment
return and principal value will fluctuate,  and redemption  value may be more or
less than original cost.

*Investor Class.


     ANNUAL REPORT                                                 ULTRA       5


                                     ULTRA

    Dell Computer Corp. contributed the most to Ultra's performance this past 12
months,  closely  followed  by Intel  Corp.  and  several  large  pharmaceutical
holdings.  Dell and Intel benefited from strong  underlying  computer demand and
market share gains.  Pharmaceutical stocks in the S&P 500 outperformed the index
as a whole and Ultra's  large  pharmaceutical  weightings -- Pfizer,  Inc.,  Eli
Lilly & Co. and  Warner-Lambert  Co. -- outperformed  the S&P 500's drug stocks.
Investors  rewarded these  companies'  volume growth (the  increasing  number of
products they sold),  market share gains,  and extensive new product  pipelines.
The top performing bank stocks in Ultra included BankAmerica Corp., Citicorp and
Chase  Manhattan  Corp.  They continued to benefit from benign  interest  rates,
industry consolidation, and strong cost controls.

WHAT STOCKS OR SECTORS REDUCED THE FUND'S RETURNS?

    Dislocations in technology continued to weigh heavily on many of the leading
stocks in this sector,  including  such holdings as Texas  Instruments  Inc. and
Applied  Materials,  Inc. Like other  cyclical  industries,  certain  technology
companies, such as semiconductor manufacturers, frequently go through periods of
supply and demand  imbalances  resulting in lower  profitability  and weak stock
performance.  In a global  economy,  these periods can be exacerbated by broader
concerns,  such as the  currency  devaluations  we saw in many  southeast  Asian
countries late this year.

    Despite the short-term volatility of the sector, we believe in the long-term
attractiveness  of many technology  stocks.  During this period, we continued to
focus on companies with such  characteristics  as pricing power,  leading market
share and strong  management teams. For example,  one of our largest  positions,
America Online Inc.,  continued to add subscribers to its customer base, thereby
increasing  its  position  as the world's  leading  internet  service  provider.
Pricing was stable and profits  expanded  due to the  company's  more  efficient
operations.

WHAT  CHANGES DID YOU MAKE TO THE  PORTFOLIO  DURING THE FINAL SIX MONTHS OF THE
PERIOD?

    Given the uncertainty in the marketplace  surrounding  technology stocks, we
reduced our  weighting in a few  companies  and exited  others  altogether.  For
example,  we sold our remaining  position in 3Com Corp. after its acquisition of
U.S. Robotics. The merger has been a significant drag on earnings, due to excess
modem  inventory and price cuts. We did not believe this situation would correct
itself  quickly  and,  as a result,  put your money to work  elsewhere.  Another
position  we sold was Ascend  Communications.  During the past six  months,  the
company faced increased competition in its core


TOP TEN HOLDINGS                                % of fund investments
                                                As of             As of
                                               10/31/97          4/30/97
Pfizer, Inc.                                    3.1%               3.0%
General Electric Co. (U.S.)                     2.7%               2.8%
Texas Instruments Inc.                          2.7%               1.5%
Warner-Lambert Co.                              2.6%               1.7%
Eli Lilly Co.                                   2.4%               1.7%
America Online Inc.                             2.1%               0.9%
Cisco Systems Inc.                              2.0%               0.4%
Time Warner Inc.                                1.7%               0.5%
Dell Computer Corp.                             1.7%               2.4%
Compaq Computer Corp.                           1.7%               0.7%


TOP FIVE INDUSTRIES                               % of fund investments
                                                As of             As of
                                               10/31/97          4/30/97
Pharmaceuticals                                 12.7%             16.9%
Banking                                          8.9%             11.1%
Financial Services                               7.9%              5.0%
Electrical & Electronic Components               7.1%             11.6%
Communications Services                          6.6%              3.9%


6      ULTRA                                  AMERICAN CENTURY INVESTMENTS


                                     ULTRA

remote access products. This resulted in a difficult pricing environment,  which
decreased profitability.

    Aside  from  adjustments  to  our  technology  weightings,   there  were  no
significant  changes to the  portfolio  during this period.  We believe that the
portfolio is well positioned to benefit from future earnings growth at companies
that  remain  large  holdings,  such as Pfizer,  Bell  Atlantic  Corp.,  General
Electric Co. and BankAmerica.

CAN YOU GIVE A FEW EXAMPLES OF NEW STOCKS ADDED DURING THE PERIOD?

    We added  companies  to the  portfolio in a variety of  industries.  Several
airline stocks,  such as American Airlines Corp. and United Airlines Corp., were
added to the fund as it became  apparent  that  improved  ticket  pricing  would
continue,  that  business and consumer  demand would stay strong,  and that fuel
costs  would  remain  stable.  In  addition  to the  positive  industry  trends,
companies  like  American  used  excess  cash flow to  reduce  debt and buy back
shares, both of which improved earnings growth.

    Like the airlines,  cable companies have also benefited from a more positive
business  environment.  Most  providers  have  raised  prices  this  past  year,
subscriber  trends  in  many  markets  have  started  to  improve,  and  capital
expenditures  have leveled off.  These  events led to a more  positive  earnings
outlook for companies like Comcast Corp. and Tele-Communications, Inc.

WHEN THE MARKET WAS DOWN 7.18% ON OCTOBER 27, HOW DID YOU RESPOND?

    It is  important  to  stress  that  Ultra  is  managed  with a  time-tested,
disciplined investment philosophy.  We do not change our approach during periods
of  uncertainty.  When the market  corrected  this  fall,  we met as a group and
discussed  every  name in the  portfolio.  We used the market  correction  as an
opportunity  to buy selected  stocks at attractive  prices.  We continue to view
periods of market correction as healthy and necessary.

HOW IS  ULTRA  POSITIONED  IN A  MARKET  THAT IS LESS  NARROWLY  FOCUSED  ON THE
SO-CALLED "NIFTY FIFTY" MARKET LEADERS?

    Ultra continues to execute a bottoms-up approach of investing in some of the
fastest-growing large and medium-sized  businesses in the market. We expect this
approach  will be  rewarded  as  this  extended  business  cycle  makes  it more
difficult  for many of the Nifty  Fifty  companies  to sustain  strong  earnings
growth.


     ANNUAL REPORT                                                 ULTRA       7


<TABLE>
<CAPTION>
                            SCHEDULE OF INVESTMENTS
                                     ULTRA

OCTOBER 31, 1997

Shares                      ($ in Thousands)                                      Value
- -----------------------------------------------------------------------------------------------

COMMON STOCKS

AEROSPACE & DEFENSE--0.1%
<S>                <C>                                                       <C>            
                   200,000  Lockheed Martin Corp.                            $        19,013
                                                                          ----------------------

AIRLINES--1.1%

                 1,000,000  AMR Corp.(1)                                             116,437

                   600,000  UAL Corp.(1)                                              52,575

                 1,650,000  US Airways Group Inc.(1)                                  77,344
                                                                          ----------------------

                                                                                     246,356
                                                                          ----------------------

BANKING--8.9%

                 2,000,000  Banc One Corp.                                           104,250

                   283,800  Bank of Boston Corp.                                      23,006

                 4,450,000  Bank of New York Co., Inc. (The)                         209,428

                 4,650,000  BankAmerica Corp.                                        332,475

                 1,500,000  Chase Manhattan Corp.                                    173,063

                 2,841,200  Citicorp                                                 355,328

                 4,000,000  First Union Corp.                                        196,250

                 1,600,000  Mellon Bank Corp.                                         82,500

                 4,800,000  NationsBank Corp.                                        287,400

                   300,000  Societe Generale ORD                                      40,952

                 1,250,000  U.S. Bancorp                                             127,109
                                                                          ----------------------

                                                                                   1,931,761
                                                                          ----------------------

BIOTECHNOLOGY--0.1%

                   700,000  Centocor, Inc.(1)                                         30,756
                                                                          ----------------------

BROADCASTING & MEDIA--3.3%

                 1,700,000  Chancellor Media Corp.(1)(2)                              93,287

                 6,500,000  Time Warner Inc.                                         374,969

                 9,600,000  Westinghouse Electric Corp.                              253,800
                                                                          ----------------------

                                                                                     722,056
                                                                          ----------------------

BUSINESS SERVICES & SUPPLIES--0.1%

                   450,000  AccuStaff, Inc.(1)                                        12,853
                                                                          ----------------------

COMMUNICATIONS EQUIPMENT--5.0%

                 4,400,000  CIENA Corp.(1)                                           242,550

                 1,202,000  Ericsson (L.M.) Telephone Co. ADR                         53,264

                 4,355,000  Lucent Technologies Inc.                                 359,015

                 4,000,000  Motorola, Inc.                                           247,000

                 1,054,000  Newbridge Networks Corp.(1)                               55,862

                 1,575,000  Nokia Corp. Cl A ADR                                     138,994
                                                                          ----------------------

                                                                                   1,096,685
                                                                          ----------------------

Shares                      ($ in Thousands)                                      Value
- -----------------------------------------------------------------------------------------------

COMMUNICATIONS SERVICES--6.6%

                 1,200,000  AT&T Corp.                                     $          58,725

                 3,700,000  Bell Atlantic Corp.                                      295,537

                 3,300,000  Comcast Corp. Cl A                                        90,544

                   796,900  France Telecom S.A. ADR(1)                                30,182

                 1,375,000  Liberty Media Group Cl A(1)                               47,824

                 2,750,000  SBC Communications Inc.                                  174,969

                 1,250,357  TCI Communications, Inc. Cl A(1)                          28,875

                   575,000  Tel-Save Holdings, Inc.(1)                                12,327

                 8,599,643  Tele-Communications, Inc. Cl A(1)                        196,986

                 1,400,000  Telecomunicacoes
                               Brasileiras S.A. ADR                                  142,100

                10,700,000  Worldcom, Inc.(1)                                        359,453
                                                                          ----------------------

                                                                                   1,437,522
                                                                          ----------------------

COMPUTER PERIPHERALS--4.1%

                 3,000,000  3Com Corp.(1)                                            124,406

                 5,150,000  Bay Networks, Inc.(1)                                    162,869

                 5,350,000  Cisco Systems Inc.(1)                                    438,867

                 3,050,000  EMC Corp. (Mass.)(1)                                     170,800
                                                                          ----------------------

                                                                                     896,942
                                                                          ----------------------

COMPUTER SOFTWARE & SERVICES--5.9%

                 6,059,300  America Online Inc.(1)(2)                                466,566

                 3,550,000  BMC Software, Inc.(1)(2)                                 213,888

                 2,050,000  Computer Associates International, Inc.                  152,853

                 1,668,900  Electronics for Imaging, Inc.(1)                          77,917

                   387,000  Fiserv, Inc.(1)                                           17,245

                 1,560,000  Microsoft Corp.(1)                                       202,703

                 4,150,000  Oracle Systems Corp.(1)                                  148,492
                                                                          ----------------------

                                                                                   1,279,664
                                                                          ----------------------

COMPUTER SYSTEMS--6.0%

                 5,650,000  Compaq Computer Corp.(1)                                 360,188

                 4,501,500  Dell Computer Corp.(1)                                   360,964

                 3,600,000  International Business Machines Corp.                    353,025

                 6,800,600  Sun Microsystems, Inc.(1)(2)                             232,708
                                                                          ----------------------

                                                                                   1,306,885
                                                                          ----------------------

CONSUMER PRODUCTS--4.1%

                 1,700,000  Avon Products, Inc.                                      111,350

                 1,945,600  Colgate-Palmolive Co.                                    125,978

                 3,150,000  Gillette Company                                         280,546

                 4,120,000  Procter & Gamble Co. (The)                               280,160

                 1,000,000  Ralston Purina Co.                                        89,750
                                                                          ----------------------

                                                                                     887,784
                                                                          ----------------------

See Notes to Financial Statements


8      ULTRA                                  AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS
                                     ULTRA

OCTOBER 31, 1997

Shares                      ($ in Thousands)                                      Value
- -----------------------------------------------------------------------------------------------

DIVERSIFIED COMPANIES--5.0%

                 9,000,000  General Electric Co. (U.S.)                       $     581,062

                 5,800,000  Tyco International Ltd.                                 218,950

                 5,500,000  Unilever N.V.                                           293,563
                                                                          ----------------------

                                                                                  1,093,575
                                                                          ----------------------


ELECTRICAL & ELECTRONIC  COMPONENTS--7.1%

                 4,732,000  Altera Corp.(1)(2)                                      209,835

                 3,269,000  Analog Devices, Inc.(1)                                  99,909

                   799,000  ASM Lithography Holding N.V.(1)                          58,727

                 3,000,000  Intel Corp.                                             231,094

                   800,000  KLA-Tencor Corporation(1)                                35,075

                 2,609,100  Maxim Integrated Products, Inc.(1)                      172,771

                 1,600,000  National Semiconductor Corp.(1)                          57,600

                   900,000  Siemens AG ORD                                           55,308

                 1,200,000  Teradyne, Inc.(1)                                        44,925

                 5,436,000  Texas Instruments Inc.                                  579,953
                                                                          ----------------------

                                                                                  1,545,197
                                                                          ----------------------

ENERGY (PRODUCTION & MARKETING)--0.7%

                   604,972  British Petroleum Co. plc ADR                            53,086

                 1,450,000  Cooper Cameron Corp.(1)                                 104,763
                                                                          ----------------------

                                                                                    157,849
                                                                          ----------------------

ENERGY (SERVICES)--3.0%

                 1,100,000  Baker Hughes Inc.                                        50,531

                   994,500  Diamond Offshore Drilling, Inc.                          61,908

                   400,000  Ensco International Inc.                                 16,825

                   270,000  Falcon Drilling Co. Inc.(1)                               9,821

                 2,900,000  Global Marine Inc.(1)                                    90,262

                 1,500,000  Nabors Industries, Inc.(1)                               61,688

                 1,050,000  Noble Drilling Corp.(1)                                  37,341

                 3,450,000  Schlumberger Ltd.                                       301,875

                   200,000  Transocean Offshore                                      10,800

                   250,000  Varco International, Inc.(1)                             15,234
                                                                          ----------------------

                                                                                    656,285
                                                                          ----------------------

FINANCIAL SERVICES--7.9%

                 4,400,000  American Express Credit Corp.                           343,200

                 2,100,000  Associates First Capital Corp.                          133,612

                 1,800,000  Deutsche Bank AG ORD                                    117,602

                 4,600,000  Federal Home Loan Mortgage
                              Corporation                                           174,225

Shares                      ($ in Thousands)                                      Value
- -----------------------------------------------------------------------------------------------

                2,400,000  Federal National Mortgage Association              $     116,250

                  460,000  Franklin Resources, Inc.                                  41,343

                6,065,966  ING Groep N.V. ORD                                       253,761

                4,500,000  MBNA Corp.                                               118,406

                  400,000  Merrill Lynch & Co., Inc.                                 27,050

                3,100,000  Morgan Stanley, Dean Witter,
                              Discover & Co.                                        151,900

                3,550,000  Travelers Group, Inc.                                    248,500
                                                                          ----------------------

                                                                                  1,725,849
                                                                          ----------------------

HEALTHCARE--0.8%

                5,400,000  Healthsouth Rehabilitation Corp.(1)                      138,037

                  819,800  Oxford Health Plans, Inc.(1)                              21,187

                  169,600  United HealthCare Corp.                                    7,855
                                                                          ----------------------

                                                                                    167,079
                                                                          ----------------------

INDUSTRIAL EQUIPMENT & MACHINERY(3)

                   12,500  Mannesmann AG ORD                                          5,271
                                                                          ----------------------

INSURANCE--3.1%

                1,500,000  Allstate Corp.                                           124,406

                1,650,000  American International Group, Inc.                       168,403

                1,800,000  Chubb Corp. (The)                                        119,250

                2,615,000  Conseco Inc.                                             114,079

                  700,000  ITT Hartford Group, Inc.                                  56,700

                1,783,000  Skandia Forsakrings AB ORD                                83,140
                                                                          ----------------------

                                                                                    665,978
                                                                          ----------------------

LEISURE--2.8%

                1,000,000  Disney (Walt) Co.                                         82,250

                2,700,000  HFS, Inc.(1)                                             190,350

                5,419,500  Hilton Hotels Corporation                                166,988

                  500,000  Marriott International, Inc.                              34,875

                5,400,000  Mirage Resorts, Inc.(1)                                  135,000
                                                                          ----------------------

                                                                                    609,463
                                                                          ----------------------

MACHINERY & EQUIPMENT--0.9%

                6,169,500  Applied Materials, Inc.(1)                               205,714
                                                                          ----------------------

MEDICAL EQUIPMENT & SUPPLIES--0.8%

                1,000,000  Guidant Corp.                                             57,500

                2,400,000  Medtronic, Inc.                                          104,400

                  410,100  Thermo Electron Corp.(1)                                  15,302
                                                                          ----------------------

                                                                                    177,202
                                                                          ----------------------

See Notes to Financial Statements


     ANNUAL REPORT                                           ULTRA        9


                            SCHEDULE OF INVESTMENTS
                                     ULTRA

OCTOBER 31, 1997

Shares                      ($ in Thousands)                                      Value
- -----------------------------------------------------------------------------------------------

OFFICE EQUIPMENT & SUPPLIES--1.6%

                 1,700,000  Danka Business Systems PLC ADR                   $       62,900

                 3,550,000  Xerox Corp.                                             281,559
                                                                          ----------------------

                                                                                    344,459
                                                                          ----------------------

PHARMACEUTICALS--12.7%

                 4,050,000  Bristol-Myers Squibb Co.                                355,387

                   800,000  Elan Corp., plc ADR(1)                                   39,900

                 1,650,000  Johnson & Johnson                                        94,669

                 7,900,000  Lilly (Eli) & Co.                                       528,312

                 2,500,000  Merck & Co., Inc.                                       223,125

                   114,000  Novartis AG ORD                                         178,388

                 9,600,000  Pfizer, Inc.                                            679,200

                 2,450,000  Teva Pharmaceutical
                              Industries Ltd. ADR(2)                                114,461

                 3,950,000  Warner-Lambert Co.                                      565,591
                                                                          ----------------------

                                                                                  2,779,033
                                                                          ----------------------

RETAIL (APPAREL)--0.1%

                   443,700  TJX Companies, Inc. (The)                                13,145
                                                                          ----------------------

RETAIL (FOOD & DRUG)--1.2%

                 1,500,000  General Nutrition Companies, Inc.(1)                     47,062

                 3,350,000  Koninklijke Ahold NV ORD                                 85,461

                 2,005,000  Safeway Inc.(1)                                         116,541

                   500,000  Walgreen Co.                                             14,063
                                                                          ----------------------

                                                                                    263,127
                                                                          ----------------------

RETAIL (GENERAL MERCHANDISE)--2.0%

                 3,575,900  Costco Companies, Inc.(1)                               137,225

                 2,050,000  Dayton Hudson Corp.                                     128,766

                 4,600,000  Wal-Mart Stores, Inc.                                   161,575
                                                                          ----------------------

                                                                                    427,566
                                                                          ----------------------

RETAIL (SPECIALTY)--0.4%

                   900,000  Starbucks Corp.(1)(2)                                    29,756

                 2,100,000  U.S. Office Products Co.(1)                              65,363
                                                                          ----------------------

                                                                                     95,119
                                                                          ----------------------

TOBACCO--0.9%

                 4,931,700  Philip Morris Companies Inc.                            195,419
                                                                          ----------------------

TRANSPORTATION--0.4%

                 3,250,000  Republic Industries, Inc.(1)                             95,875
                                                                          ----------------------

Shares                      ($ in Thousands)                                      Value
- -----------------------------------------------------------------------------------------------

UTILITIES--0.3%

                 1,820,300  AES Corp. (The)(1)                               $       72,129
                                                                          ----------------------

TOTAL COMMON STOCKS--97.0%                                                       21,163,611
                                                                          ----------------------
    (Cost $16,223,509)

PREFERRED STOCKS

COMMUNICATIONS SERVICES--0.2%

                   325,000  Worldcom, Inc.                                           38,208
                                                                          ----------------------

PRINTING & PUBLISHING--0.1%

                 1,500,000  News Corp. Ltd. ADR                                      26,625
                                                                          ----------------------

TOTAL PREFERRED STOCKS--0.3%                                                         64,833
                                                                          ----------------------
    (Cost $70,130)

TEMPORARY CASH INVESTMENTS(4)

       $50,000 par value FHLB Discount Notes,
              5.45%, 11/18/97                                                        50,000

       $260,000 par value FHLMC Discount Notes,
              5.42% - 5.48%, 11/6/97 through 12/17/97                               259,607

       $45,000 par value FNMA Discount Notes,
              5.46% - 5.47%, 11/24/97
              through 12/24/97                                                       44,845

       Repurchase Agreement, BA Security Services,
              Inc., (U.S. Treasury obligations), in a joint trading
              account at 5.65%, dated 10/31/97,
              due 11/3/97 (Delivery value $148,070)                                 148,000

       Repurchase Agreement, Goldman Sachs & Co.,
              Inc., (U.S. Treasury obligations), in a joint
              trading account at 5.65%, dated 10/31/97,
              due 11/3/97 (Delivery value $79,237)                                   79,200
                                                                          ----------------------

TOTAL TEMPORARY CASH INVESTMENTS--2.7%                                              581,652
                                                                          ----------------------
   (Cost $581,237)

TOTAL INVESTMENT SECURITIES--100.0%                                             $21,810,096
                                                                          ======================
   (Cost $16,874,876)

See Notes to Financial Statements


10      ULTRA                                  AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS
                                     ULTRA

OCTOBER 31, 1997

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

                               ($ in Thousands)


           Contracts                   Settlement                                  Unrealized
            to Sell                      Dates                  Value                Loss
- -----------------------------------------------------------------------------------------------

        200,380,205  CHF               11/28/97               $  143,353            $(2,354)

        273,505,183  DEM               11/28/97                  158,637             (1,464)

        326,573,128  FRF               11/28/97                   56,510               (309)

         37,619,091  GBP               11/28/97                   62,939               (341)

      1,064,758,310  NLG               11/28/97                  547,321             (1,322)

        652,367,606  SEK               11/28/97                   86,985               (262)
                                                      -----------------------------------------

                                                              $1,055,745            $(6,052)
                                                      =========================================
(Value on Settlement Date $1,061,797)
</TABLE>

NOTES TO SCHEDULE OF INVESTMENTS

ADR = American Depositary Receipt

CHF = Swiss Franc

DEM = German Mark

FHLB = Federal Home Loan Bank

FHLMC = Federal Home Loan Mortgage Corporation

FNMA = Federal National Mortgage Association

FRF = French Franc

GBP = British Pound

NLG = Netherlands Guilder

ORD = Foreign Ordinary Share

SEK = Swedish Krona

(1)   Non-income producing.

(2)   Affiliated  Company:  represents  ownership  of at least 5% of the  voting
      securities of the issuer and is, therefore, an affiliate as defined in the
      Investment  Company  Act of  1940.  (See  Note  5 in  Notes  to  Financial
      Statements for a summary of  transactions  for each issuer which is or was
      an affiliate at or during the year ended October 31, 1997.)

(3)   Industry is less than 0.05% of the Fund's total investment securities.

(4)   The  rates  for U.S.  Government  Agency  discount  notes are the yield to
      maturity at purchase.

See Notes to Financial Statements


  ANNUAL REPORT                                                 ULTRA       11


<TABLE>
<CAPTION>
                                     VISTA

TOTAL RETURNS AS OF OCTOBER 31, 1997(1)
                                                                                   AVERAGE ANNUAL RETURNS
                                 6 MONTHS         1 YEAR          3 YEARS         5 YEARS        10 YEARS    LIFE OF FUND

INVESTOR CLASS (inception 11/25/83)
<S>                               <C>              <C>            <C>             <C>             <C>           <C>   
   Vista ........................ 26.68%           0.29%          15.65%          13.65%          15.62%        12.92%
   Russell 2500 Growth .......... 26.57%          21.85%          20.57%          17.22%          15.95%          --(2)

ADVISOR CLASS (inception 10/2/96)
   Vista ........................ 26.53%           0.15% .....................................................  -6.47%
   Russell 2500 Growth .......... 26.57%          21.85% ..................................................... 16.54%(3)

INSTITUTIONAL CLASS (inception 11/14/96)
   Vista ........................ 26.83% .....................................................................   0.17%
   Russell 2500 Growth .......... 26.57% ..................................................................... 17.54%(4)
</TABLE>
- ----------

(1)   Returns for periods less than one year are not annualized.

(2)   Not available. Index data begins in 1986.

(3)   For the period from 9/30/96 (the date  nearest the class's  inception  for
      which data are available) to 10/31/97.

(4)   For the period from 11/30/96  (the date nearest the class's  inception for
      which data are available) to 10/31/97.

See  pages  35,  36  and  37 for  more  information  about  share  classes,  the
comparative indices and returns.

[line graph - data below]

GROWTH  OF  $10,000  OVER 10 YEARS  (Investor  Class)  $10,000  investment  made
10/31/97

                VISTA        RUSSELL 2500
                             GROWTH INDEX
10/31/87       $10,000        $10,000
10/31/88       $11,141        $12,196
10/31/89       $16,511        $14,998
10/31/90       $12,848        $11,601
10/31/91       $21,543        $19,414
10/31/92       $22,525        $19,849
10/31/93       $26,515        $24,609
10/31/94       $27,618        $25,066
10/31/95       $39,825        $30,947
10/31/96       $42,596        $36,055
10/31/97       $42,721        $43,933

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original  cost.  Data quoted is for Investor Class only;  performance  for other
classes will vary due to differences  in fee  structures  (see the Total Returns
table above).

The line representing  Vista's total return includes operating expenses (such as
transaction  costs and  management  fees) that reduce  returns,  while the total
return line of the Russell 2500 Growth Index does not.

PORTFOLIO AT A GLANCE

                                               10/31/97          10/31/96

Number of Companies                               59                61
Median Price/Earnings Ratio                      32.1              53.9
Portfolio Turnover                                96%               91%
Expense Ratio (for Investor Class)               1.00%             0.99%


12      VISTA                                  AMERICAN CENTURY INVESTMENTS


                                     VISTA

MANAGEMENT Q & A

    An interview  with Glenn Fogle,  portfolio  manager on the Vista  investment
team. Note: All fund returns referenced in this interview are for Investor Class
shares.

HOW DID THE FUND PERFORM?

    For  the  year  ended   October  31,  1997,   Vista's  total  return  was  a
disappointing  0.29%.  The fund's  benchmark,  the Russell  2500  Growth  index,
returned  21.85%  for the  year.  In the last  six  months,  the fund  recovered
dramatically,  with an  impressive  26.68%  gain,  compared  to  26.57%  for its
benchmark.  However,  that strong performance was offset by the fund's losses in
the prior six-month period.

    Price  volatility is a fact of life among small and midsize  stocks.  Still,
this year was  exceptional.  In the first half of the period,  large-cap  stocks
outperformed  the stocks of smaller  companies  by a wide  margin.  In addition,
performance   was  restricted  to  a  fairly  small  group  of  stocks  in  each
capitalization  category.  In the second half,  the stocks of smaller  companies
rebounded  sharply.  The fund edged ahead of its  benchmark as investors  gained
confidence in the high growth companies in which Vista invests.

WHAT ATTRACTED INVESTORS TO MID- AND SMALL-CAP GROWTH STOCKS?

    Two things seemed responsible.  Several high profile,  large-cap  companies,
including  Coca-Cola  and  Gillette,  announced  disappointing  earnings for the
second  quarter.  This gave  investors  a  heads-up  that even  global  consumer
franchises can stumble. Secondly,  investors started to regain confidence in the
earnings  prospects of the  high-growth  companies we buy. The fourth quarter of
1996 and the first of 1997 were frustrating for us because, although many of our
holdings  met very high  earnings  expectations,  investors  doubted such growth
could  persist.  As these  companies  continued to hit  earnings  targets in the
second  quarter,  investors  became more  willing to pay the  premium  that high
growth

[bar chart - data below]

VISTA'S ONE-YEAR RETURNS (Periods ended October 31)

                  VISTA        Russell 2500
                                  Growth
10/31/88          11.41%          21.96%
10/31/89          48.19%          22.98%
10/31/90         -22.17%         -22.65%
10/31/91          67.67%          67.34%
10/31/92           4.55%           2.24%
10/31/93          17.71%          23.98%
10/31/94           4.16%           1.86%
10/31/95          44.20%          23.46%
10/31/96           6.96%          16.51%
10/31/97           0.29%          21.85%

This chart  illustrates  the fund's  returns over the past 10 years and compares
them with the returns of the Russell 2500 Growth  Index.  Vista's  total returns
include  operating  expenses,  while the Russell 2500 Growth Index's  returns do
not.  See  page  36 for a  description  of the  index.  Past  performance  is no
guarantee  of  future  results.  Investment  return  and  principal  value  will
fluctuate, and redemption value may be more or less than original cost.

*Investor Class.


   ANNUAL REPORT                                                 VISTA       13


                                     VISTA

companies  ordinarily command,  especially since the premium had fallen over the
past year.

    Many Vista  holdings  that were  hardest hit in the first half of the fiscal
year were the strongest  contributors in the second half, affirming our decision
to hold onto fast-growing companies despite short-term investor disaffection.

HOW DID YOU RESPOND TO THE MARKET'S 7.18% DROP ON OCTOBER 27?

    We checked on each of our  holdings  to see if there was any reason to doubt
our  confidence  in their  business  prospects,  and we added to those  that had
dropped to very attractive prices. We saw no reason to join a market move driven
by psychological fears rather than economic factors.

WHAT STOCKS OR SECTORS  ADDED MOST TO THE FUND'S  STRONG RETURN FOR THE LAST SIX
MONTHS OF THE PERIOD?

    The fund held a large  weighting in energy  service stocks due to the growth
in  earnings  we saw coming in that  sector.  These  stocks,  many of which were
purchased  during  the  first  half  of the  fiscal  year,  were  the  strongest
contributors  during the second  half.  New  technology  is enabling oil and gas
companies to more accurately find--and more efficiently  extract--reserves.  Our
holdings included firms that supply energy companies with both land and offshore
rigs and boats to service  offshore  operations.  The number of drilling rigs is
down by half  compared  to 10 years  ago and the  cost  and  time to  build  new
equipment  is  significant,  giving  tremendous  pricing  power  to rig  service
companies.

    Among our other top performers were specialty software companies,  including
HBO &  Company  and  Hyperion  Software  Corp.  HBO  provides  software  to help
hospitals manage back-office  administrative functions,  track clinical data and
manage  patient  information  flow.  Hyperion,  a firm that  provides  financial
accounting   software,   benefited  from  signing  an  agreement  with  a  large
international partner.

WHAT STOCKS OR SECTORS DETRACTED FROM FUND PERFORMANCE?

    Stocks that hurt  performance  in the second half of the year  included Data
General Corp. and Sequent Computer Systems,  both of which manufacture  computer
servers.  Both  are  making  a  transition  to  a  new  technology,   generating
uncertainty about their near-term  prospects.  Customers are deferring purchases
until the  transition  is complete,  which  should  occur in the first  quarter.
PairGain  Technologies also was  disappointing.  The company sells products that
increase the speed and information- carrying capacity of copper

TOP TEN HOLDINGS                                 % of fund investments
                                                As of             As of
                                               10/31/97          4/30/97
USA Waste Services, Inc.                        3.6%               3.4%
Sanmina Corp.                                   3.1%               2.7%
Jabil Circuit, Inc.                             3.0%               1.6%
Hyperion Software Corp.                         2.9%               1.4%
Centocor, Inc.                                  2.8%               2.0%
HBO & Co.                                       2.7%               2.9%
Smith International, Inc.                       2.6%               2.2%
Stage Stores, Inc.                              2.5%                --
Tidewater Inc.                                  2.5%               2.2%
U.S. Filter Corp.                               2.5%               2.3%


TOP FIVE INDUSTRIES                            % of fund investments
                                             As of              As of
                                            10/31/97           4/30/97

Electrical & Electronic Components           17.2%               7.0%
Energy (Services)                            14.1%              10.0%
Communications Equipment                      7.9%              10.4%
Biotechnology                                 7.5%               4.9%
Computer Software & Services                  7.4%              13.0%


14      VISTA                                  AMERICAN CENTURY INVESTMENTS


                                     VISTA

phone  wires.  The  stock  declined  in the  face of a price  war  initiated  by
competitors responding to PairGain's dominance of the market.

WHAT CHANGES DID YOU MAKE IN THE FUND'S  INVESTMENT  STRATEGY OR HOLDINGS DURING
THE SIX MONTHS ENDED OCTOBER 31, 1997?

    We increased our holdings in energy  services from 10% at April 30, 1997, to
14.1% six months  later for the  reasons  described  earlier.  In  addition,  we
continued to add to high-tech contract manufacturers,  which are included in the
electrical and electronic  components category.  Examples include Jabil Circuit,
Inc. and Sanmina  Corporation,  which are benefiting  from decisions by computer
and  telecommunications  companies to outsource circuit board  manufacturing and
systems assembly to specialist companies.

    Retailers were another group that we added to over the summer.  In the early
1990s, the proliferation of shopping malls led to excess retail capacity. In the
mid-1990s,  there was a  winnowing  out of the  weaker  players.  The  remaining
companies are benefiting  from better  inventory  control and less  competition.
Within this segment, we are finding the strongest earnings growth among discount
and off-price retailers.

    On the sell side,  we trimmed the fund's  holdings  of  software  companies,
retaining those companies with the strongest earnings acceleration.

HAVE THERE BEEN ANY CHANGES IN THE FUND'S  MANAGEMENT TEAM?

    Yes, Arnold Douville has joined us as vice president and portfolio  manager.
Previously,  Arnold was senior portfolio manager for Munder Capital  Management,
where he spent the last eight years and was  responsible  for the mid-cap growth
effort.  Portfolio manager John Seitzer, who has been on the Vista team for four
years,   will  leave  Vista  to  focus  on   management   of  Giftrust  and  New
Opportunities, two funds with smaller capitalization ranges.

DO YOU SEE THE SHIFT IN FAVOR TOWARD SMALL- AND MID-CAP STOCKS CONTINUING?

    The market is not yet in love with small and mid-cap growth  stocks,  but at
least it no longer  hates them.  In other words,  from  October,  1996,  through
March, 1997, investors seemed bent on reducing their exposure to smaller stocks.
The selling pressure caused these stocks to badly trail large-cap indices and in
the process created some very attractive opportunities.  The market's preference
has now broadened to include the rest of the market, which is an improvement but
hardly a major shift in sentiment.  However,  if the large-cap  stocks that have
led the market for three years continue to see slower earnings growth,  we would
expect  investors to become more  interested in smaller  stocks with more robust
earnings growth.


 ANNUAL REPORT                                                 VISTA       15

<TABLE>
<CAPTION>
                            SCHEDULE OF INVESTMENTS
                                     VISTA

OCTOBER 31, 1997

Shares                      ($ in Thousands)                                  Value
- -----------------------------------------------------------------------------------------

COMMON STOCKS

BIOTECHNOLOGY--7.5%

<S>                <C>                                                       <C>     
                   600,000  Agouron Pharmaceuticals, Inc.(1)                 $ 27,337

                   846,000  BioChem Pharma Inc.(1)                             21,203

                 1,200,000  Centocor, Inc.(1)                                  52,725

                   650,000  IDEC Pharmaceuticals Corp.(1)(2)                   24,822

                   270,000  Protein Design Labs, Inc.(1)                       13,365
                                                                        ------------------

                                                                              139,452
                                                                        ------------------

BUSINESS SERVICES & SUPPLIES--5.4%

                   299,200  AccuStaff, Inc.(1)                                  8,546

                 1,000,000  Corrections Corp. of America(1)                    30,500

                   200,000  Quintiles Transnational Corp.(1)                   14,538

                 1,150,000  U.S. Filter Corp.(1)                               46,143
                                                                        ------------------

                                                                               99,727
                                                                        ------------------

COMMUNICATIONS EQUIPMENT--7.9%

                 1,350,000  Brightpoint, Inc.(1)(2)                            44,466

                   750,000  Comverse Technology, Inc.(1)(2)                    30,843

                 2,100,000  P-COM, Inc.(1)(2)                                  42,000

                 1,600,000  Scientific-Atlanta, Inc.                           29,700
                                                                        ------------------

                                                                              147,009
                                                                        ------------------

COMMUNICATIONS SERVICES--2.2%

                   670,000  Qwest Communications
                              International Inc.(1)                            41,414
                                                                        ------------------

COMPUTER SOFTWARE & SERVICES--7.4%

                 1,170,000  HBO & Co.                                          50,822

                 1,400,000  Hyperion Software Corp.(1)(2)                      53,200

                   673,000  McAfee Associates, Inc.(1)                         33,440
                                                                        ------------------

                                                                              137,462
                                                                        ------------------

COMPUTER SYSTEMS--2.8%

                   940,000  Data General Corp.(1)                              18,095

                 1,650,000  Sequent Computer Systems, Inc.(1)                  34,495
                                                                        ------------------

                                                                               52,590
                                                                        ------------------

ELECTRICAL & ELECTRONIC
COMPONENTS--17.2%

                 1,212,800  Jabil Circuit, Inc.(1)                             54,803

                   252,400  Lattice Semiconductor Corp.(1)                     12,596

                   800,000  Level One Communications, Inc.(1)                  35,800

                   505,000  Linear Technology Corp.                            31,720

                   740,000  Microchip Technology Inc.(1)                       29,369

Shares                       ($ in Thousands)                                   Value
- ------------------------------------------------------------------------------------------


                   770,000  Sanmina Corp.(1)(2)                             $  57,558

                   180,000  SMART Modular Technologies, Inc.(1)                 8,944

                 1,050,000  Solectron Corp.(1)                                 41,213

                   265,000  Uniphase Corp.(1)                                  17,606

                   650,000  Vitesse Semiconductor Corp.(1)                     28,234
                                                                        ------------------

                                                                              317,843
                                                                        ------------------

ENERGY (SERVICES)--14.1%

                   200,000  Atwood Oceanics, Inc.(1)                           22,150

                   563,000  Diamond Offshore Drilling, Inc.                    35,047

                 1,069,000  Marine Drilling Companies, Inc.(1)                 31,636

                   600,000  Petroleum Geo-Services A/S ADR(1)                  41,550

                   725,000  Sante Fe International                             35,661

                   637,000  Smith International, Inc.(1)                       48,571

                   710,000  Tidewater Inc.                                     46,638
                                                                        ------------------

                                                                              261,253
                                                                        ------------------

ENVIRONMENTAL SERVICES--5.2%

                   900,000  Browning-Ferris Industries, Inc.                   29,250

                 1,800,000  USA Waste Services, Inc.(1)                        66,600
                                                                        ------------------

                                                                               95,850
                                                                        ------------------

FINANCIAL SERVICES--2.1%

                   900,000  Green Tree Financial Corp.                         37,913
                                                                        ------------------

HEALTHCARE--2.8%

                 1,153,680  Concentra Managed Care, Inc.(1)                    37,567

                   322,500  Health Management Associates, Inc.(1)               7,861

                   267,300  Oxford Health Plans, Inc.(1)                        6,908
                                                                        ------------------

                                                                               52,336
                                                                        ------------------

MACHINERY & EQUIPMENT--1.3%

                   175,000  Diebold, Inc.                                       7,711

                   450,000  PRI Automation, Inc.(1)                            17,156
                                                                        ------------------

                                                                               24,867
                                                                        ------------------

MEDICAL EQUIPMENT & SUPPLIES--0.5%

                   175,000  Arterial Vascular Engineering, Inc.(1)              9,286
                                                                        ------------------

PHARMACEUTICALS--5.2%

                   425,000  Dura Pharmaceuticals, Inc.(1)(2)                   20,586

                   655,000  Jones Medical Industries, Inc.                     19,650

                   161,300  McKesson Corp.                                     17,310

                   810,000  Medicis Pharmaceutical Corp.(1)(2)                 38,728
                                                                        ------------------

                                                                               96,274
                                                                        ------------------

See Notes to Financial Statements


16      VISTA                                  AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS
                                     VISTA

OCTOBER 31, 1997

Shares                      ($ in Thousands)                                   Value
- ------------------------------------------------------------------------------------------

RESTAURANTS--2.1%

                   950,000  CKE Restaurants, Inc.                         $    37,941
                                                                        ------------------

RETAIL (APPAREL)--6.8%

                   790,000  Jones Apparel Group, Inc.(1)                       40,191

                 1,052,000  Ross Stores, Inc.                                  39,450

                 1,300,000  Stage Stores, Inc.(1)                              47,125
                                                                        ------------------

                                                                              126,766
                                                                        ------------------

RETAIL (GENERAL MERCHANDISE)--4.6%

                 1,037,500  Consolidated Stores Corp.(1)                       41,370

                   300,000  Dayton Hudson Corp.                                18,844

                   375,200  Dillard Department Stores, Inc. Cl A               14,398

                   155,000  Kohl's Corp.(1)                                    10,404
                                                                        ------------------

                                                                               85,016
                                                                        ------------------

RETAIL (SPECIALTY)--1.1%

                   250,000  Corporate Express, Inc.(1)                          3,672

                   350,000  Fastenal Company                                   17,194
                                                                        ------------------

                                                                               20,866
                                                                        ------------------

TOTAL COMMON STOCKS--96.2%                                                  1,783,865
                                                                        ------------------
   (Cost $1,335,293)

TEMPORARY CASH INVESTMENTS--3.8%

   Repurchase Agreement, Morgan (J.P.) & Co. Inc.,
    (U.S. Treasury obligations), in a joint trading
    account at 5.66%, dated 10/31/97, due
    11/3/97 (Delivery value $70,033)
(Cost $70,000)                                                                 70,000
                                                                        -----------------

TOTAL INVESTMENT SECURITIES--100.0%                                        $1,853,865
                                                                        =================
   (Cost $1,405,293)
</TABLE>

NOTES TO SCHEDULE OF INVESTMENTS

ADR = American Depositary Receipt

(1)   Non-income producing.

(2)   Affiliated  Company:  represents  ownership  of at least 5% of the  voting
      securities of the issuer and is, therefore, an affiliate as defined in the
      Investment  Company  Act of  1940.  (See  Note  5 in  Notes  to  Financial
      Statements for a summary of  transactions  for each issuer which is or was
      an affiliate at or during the year ended October 31, 1997.)

See Notes to Financial Statements


  ANNUAL REPORT                                                 VISTA       17

<TABLE>
<CAPTION>
                     STATEMENTS OF ASSETS AND LIABILITIES

OCTOBER 31, 1997
                                                                            ULTRA                VISTA
ASSETS                                                               ($ in Thousands Except Per-Share Amounts)
<S>                                                                          <C>                  <C>  
Investment securities, at value (identified cost of $16,874,876
   and $1,405,293, respectively) (Note 3 and Note 5) ...................  $21,810,096          $1,853,865

Foreign currency holdings, at value (identified cost of $4,627) ........     4,627                 --

Cash ...................................................................     36,278               5,908

Receivable for investments sold ........................................    500,058              52,007

Dividends and interest receivable ......................................     14,019                81
                                                                         -------------       --------------
                                                                           22,365,078           1,911,861
                                                                         -------------       --------------
LIABILITIES

Disbursements in excess of demand deposit cash .........................     10,869               2,228

Payable for forward foreign currency exchange contracts ................     6,052                 --

Payable for investments purchased ......................................    588,442              58,534

Payable for capital shares redeemed ....................................     14,203               1,153

Accrued management fees (Note 2) .......................................     19,574               1,718

Distribution fees payable (Note 2) .....................................       7                    2

Service fees payable (Note 2) ..........................................       7                    2

Other liabilities ......................................................       8                    2
                                                                         -------------       --------------
                                                                            639,162              63,639
                                                                         -------------       --------------
Net Assets .............................................................  $21,725,916          $1,848,222
                                                                         =============       ==============
NET ASSETS CONSIST OF:

Capital (par value and paid in surplus). ...............................  $12,216,459          $1,304,158

Undistributed net investment income ....................................     12,202                --

Accumulated undistributed net realized gain on investment
   and foreign currency transactions ...................................    4,568,150           95,492

Net unrealized appreciation on investments and
   translation of assets and liabilities
   in foreign currencies (Note 3) ......................................    4,929,105            448,572
                                                                         -------------       --------------
                                                                           $21,725,916         $1,848,222
                                                                         =============       ==============
Investor Class, $0.01 Par Value ($ and shares in full)

Net assets ............................................................. $21,694,755,441     $1,828,088,457

Shares outstanding .....................................................   648,317,186         125,824,643

Net asset value per share ..............................................     $33.46              $14.53

Advisor Class, $0.01 Par Value ($ and shares in full)

Net assets .............................................................   $30,826,983         $6,553,268

Shares outstanding .....................................................     924,006             452,023

Net asset value per share ..............................................     $33.36              $14.50

Institutional Class, $0.01 Par Value ($ and shares in full)

Net assets .............................................................    $333,849           $13,580,664

Shares outstanding .....................................................     9,957               932,737

Net asset value per share ..............................................     $33.53              $14.56
</TABLE>

See Notes to Financial Statements


18     STATEMENTS OF ASSETS AND LIABILITIES    AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                           STATEMENTS OF OPERATIONS

YEAR ENDED OCTOBER 31, 1997

                                                                            ULTRA               VISTA
INVESTMENT INCOME                                                               ($ in Thousands)

Income:
<S>                                                                           <C>                 <C>  
Dividends (net of foreign taxes withheld of $2,736 and $0, respectively) ... $192,754            $1,773

Interest ...................................................................  19,425              3,472
                                                                          -------------       --------------
                                                                             212,179              5,245
                                                                          -------------       --------------
Expenses (Note 2):

Management fees ............................................................ 204,741             19,603

Distribution fees - Advisor Class ..........................................    50                 16

Shareholder service fees - Advisor Class ...................................    50                 16

Directors' fees and expenses ...............................................   208                 19
                                                                          -------------       --------------
                                                                             205,049             19,654
                                                                          -------------       --------------
Net investment income (loss) ...............................................  7,130             (14,409)
                                                                          -------------       --------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN CURRENCY (NOTE 3)

Net realized gain on:

Investments. ...............................................................4,603,466            96,402

Foreign currency transactions ..............................................  6,202                --
                                                                          -------------       --------------
                                                                            4,609,668            96,402
                                                                          -------------       --------------
Change in net unrealized appreciation on:

Investments ................................................................(1,011,026)         (87,061)

Translation of assets and liabilities in foreign currencies ................  (7,133)              --
                                                                          -------------       --------------
                                                                            (1,018,159)         (87,061)
                                                                          -------------       --------------
Net realized and unrealized gain on investments ............................3,591,509             9,341
                                                                          -------------       --------------
Net Increase (Decrease) in Net Assets Resulting from Operations ............$3,598,639          $(5,068)
                                                                          =============       ==============
</TABLE>
See Notes to Financial Statements


  ANNUAL REPORT                              STATEMENTS OF OPERATIONS       19


<TABLE>
<CAPTION>
                      STATEMENTS OF CHANGES IN NET ASSETS

                                                                         ULTRA                               VISTA
YEARS ENDED OCTOBER 31, 1997
AND OCTOBER 31, 1996

Increase (Decrease) in Net Assets                                 1997             1996              1997              1996

OPERATIONS                                                                            ($ in Thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>             <C>                <C>               <C>      
Net investment income (loss) ..............................      $7,130          $(31,468)          $(14,409)         $(14,784)

Net realized gain on investments and foreign
 currency transactions ....................................    4,609,668         1,037,212           96,402            171,813

Change in net unrealized appreciation on investments
and translation of assets and liabilities
in foreign currencies .....................................   (1,018,159)          777,976           (87,061)          (24,182)
                                                             -------------     --------------     -------------     --------------
Net increase (decrease) in net assets
resulting from operations .................................     3,598,639         1,783,720           (5,068)           132,847
                                                             -------------     --------------     -------------     --------------
DISTRIBUTIONS TO SHAREHOLDERS

From net realized gains from investment transactions:

 Investor Class ...........................................    (1,044,611)         (673,603)         (168,260)         (111,473)

 Advisor Class ............................................       (778)               --               (449)              --

 Institutional Class ......................................       (547)               --               (225)              --

In excess of net realized gain:

 Investor Class ...........................................         --               (9,858)             --              (1,791)
                                                             -------------     --------------     -------------     --------------
Decrease in net assets from distributions .................    (1,045,936)         (683,461)         (168,934)         (113,264)
                                                             -------------     --------------     -------------     --------------
CAPITAL SHARE TRANSACTIONS (NOTE 4)

Net increase (decrease) in net assets from
 capital share transactions ...............................      894,267          2,802,785          (259,254)          585,978
                                                             -------------     --------------     -------------     --------------
Net increase (decrease) in net assets .....................     3,446,970          3,903,044         (433,256)          605,561

NET ASSETS

Beginning of year .........................................    18,278,946         14,375,902         2,281,478         1,675,917
                                                             -------------     --------------     -------------     --------------
End of year ...............................................    $21,725,916        $18,278,946       $1,848,222        $2,281,478
                                                             =============     ==============     =============     ==============
Undistributed net investment income .......................      $12,181              --                --                --
                                                             =============     ==============     =============     ==============
</TABLE>

See Notes to Financial Statements


20      STATEMENTS OF CHANGES IN NET ASSETS    AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION  -- American  Century Mutual Funds,  Inc. (the  Corporation) is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management investment company.  American  Century--Twentieth  Century Ultra Fund
(Ultra) and American  Century--Twentieth  Century Vista Fund (Vista) (the Funds)
are two of the thirteen  series of funds issued by the  Corporation.  The Funds'
investment  objective is to seek capital growth by investing primarily in equity
securities.  Ultra  intends to pursue its  objective  by investing in medium and
large size  companies,  while Vista invests in medium size and small  companies.
The Funds are authorized to issue three classes of shares:  the Investor  Class,
the Advisor  Class,  and the  Institutional  Class.  The three classes of shares
differ  principally in their respective  shareholder  servicing and distribution
expenses and  arrangements.  All shares of each Fund represent an equal pro rata
interest  in the  assets  of the class to which  such  shares  belong,  and have
identical voting, dividend,  liquidation and other rights and the same terms and
conditions,  except for class specific  expenses and exclusive rights to vote on
matters affecting only individual classes. The following significant  accounting
policies, related to all classes of the Funds, are in accordance with accounting
policies generally accepted in the investment company industry.

    SECURITY VALUATIONS -- Portfolio  securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a principal securities exchange are valued through valuations obtained
from a  commercial  pricing  service  or at the mean of the most  recent bid and
asked prices.  When valuations are not readily available,  securities are valued
at fair value as determined in accordance with  procedures  adopted by the Board
of Directors.

    SECURITY TRANSACTIONS -- Security transactions are accounted for on the date
purchased  or  sold.  Net  realized  gains  and  losses  are  determined  on the
identified cost basis, which is also used for federal income tax purposes.

    INVESTMENT INCOME -- Dividend income less foreign taxes withheld (if any) is
recorded as of the ex-dividend date.  Interest income is recorded on the accrual
basis and includes amortization of discounts and premiums.

    FOREIGN  CURRENCY  TRANSACTIONS  -- The accounting  records of the Funds are
maintained in U.S. dollars.  All assets and liabilities  initially  expressed in
foreign currencies are converted into U.S. dollars at prevailing exchange rates.
Purchases and sales of investment securities,  dividend and interest income, and
certain  expenses  are  translated  at the rates of exchange  prevailing  on the
respective dates of such transactions.

    Net realized foreign  currency  exchange gains or losses arise from sales of
foreign  currencies  and the  difference  between  asset and  liability  amounts
initially stated in foreign  currencies and the U.S. dollar value of the amounts
actually  received or paid. Net unrealized  foreign  currency  exchange gains or
losses  arise from  changes in the value of assets and  liabilities,  other than
investment securities, resulting from changes in the exchange rates.

    Net  realized  and  unrealized  foreign  currency  exchange  gains or losses
occurring during the holding period of investment  securities are a component of
realized gain (loss) on investments and unrealized  appreciation  (depreciation)
on investments, respectively.

    FORWARD  FOREIGN  CURRENCY  EXCHANGE  CONTRACTS  -- The Funds may enter into
forward foreign currency exchange contracts for the purpose of settling specific
purchases or sales of securities  denominated in a foreign  currency or to hedge
the Fund's  exposure  to  foreign  currency  exchange  rate  fluctuations.  When
required, the Funds will segregate assets in an amount sufficient to cover their
obligations  under the hedge  contracts.  The net U.S.  dollar  value of foreign
currency  underlying  all  contractual  commitments  held by the  Funds  and the
resulting  unrealized  appreciation or depreciation  are determined  daily using
prevailing exchange rates.  Forward contracts involve elements of risk in excess
of the amount  reflected in the Statement of Assets and  Liabilities.  The Funds
bear the risk of an  unfavorable  change in the foreign  currency  exchange rate
underlying  the  forward  contract.  Additionally,   losses  may  arise  if  the
counterparties do not perform under the contract terms.

    REPURCHASE AGREEMENTS -- The Funds may enter into repurchase agreements with
institutions that the Funds'  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost.  Each  Fund  requires  that  the  securities  purchased  in  a  repurchase
transaction  be  transferred  to the custodian in a manner  sufficient to enable
each  Fund to  obtain  those  securities  in the  event of a  default  under the
repurchase  agreement.  ACIM  monitors,  on a  daily  basis,  the  value  of the
securities  transferred to ensure the value,  including accrued interest, of the
securities  under each repurchase  agreement is equal to or greater than amounts
owed to each Fund under each repurchase agreement.

    JOINT  TRADING  ACCOUNT --  Pursuant  to an  Exemptive  Order  issued by the
Securities  and  Exchange  Commission,  each Fund,  along with other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase  agreements that are  collateralized  by U.S.
Treasury or Agency obligations.


 ANNUAL REPORT                         NOTES TO FINANCIAL STATEMENTS       21


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

    INCOME TAX STATUS -- It is the policy of the Funds to distribute all taxable
income and capital gains to shareholders and to otherwise qualify as a regulated
investment  company under provisions of the Internal Revenue Code.  Accordingly,
no provision has been made for federal income taxes.

    DISTRIBUTIONS  TO SHAREHOLDERS -- Distributions to shareholders are recorded
on the  ex-dividend  date.  Distributions  from net  investment  income  and net
realized gains are declared and paid annually.

    The  character  of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal  income tax purposes.  These  differences  are due to differences in the
recognition  of  income  and  expense  items  for  financial  statement  and tax
purposes.

    ADDITIONAL  INFORMATION -- Certain officers and directors of the Corporation
are also officers and/or directors, and, as a group, controlling stockholders of
American Century  Companies,  Inc., the parent of the  Corporation's  investment
manager,  ACIM,  the  Corporation's  distributor,  American  Century  Investment
Services,  Inc. (ACIS), and the Corporation's  transfer agent,  American Century
Services Corporation.

    USE OF ESTIMATES -- The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements, and the reported amounts of increases and decreases in
net assets from  operations  during the reporting  period.  Actual results could
differ from those estimates.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

    The  Corporation  has entered  into a  Management  Agreement  with ACIM that
provides the Funds with investment  advisory and management services in exchange
for a single,  unified management fee per class. The Agreement provides that all
expenses of the Funds, except brokerage commissions,  taxes, interest,  expenses
of those directors who are not considered "interested persons" as defined in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will be paid by ACIM. The fee is computed daily and paid monthly based
on each Fund's class average daily closing net assets during the previous month.
The annual management fee is 1.00%,  0.75% and 0.80% for the Investor,  Advisor,
and Institutional Classes, respectively.

    The Board of Directors has adopted a shareholder  services and  distribution
plan for the Advisor Class, pursuant to Rule 12b-1 of the Investment Company Act
of 1940. The Advisor Class Master  Distribution  and  Shareholder  Services Plan
provides that the Funds will pay ACIM an annual  distribution fee equal to 0.25%
and service fee equal to 0.25%.  The fees are  computed  daily and paid  monthly
based on the  Advisor  Class's  average  daily  closing  net  assets  during the
previous month.  The  distribution  fee provides  compensation  for distribution
expenses  incurred by financial  intermediaries  in connection with distributing
shares of the Advisor Class including,  but not limited to, payments to brokers,
dealers, and financial institutions that have entered into sales agreements with
respect  to shares of the Funds.  The  service  fee  provides  compensation  for
shareholder  and  administrative  services  rendered by ACIM,  its affiliates or
independent third party providers.  Fees incurred under the Master  Distribution
and  Shareholder  Services  Plan during the year ended  October 31,  1997,  were
$100,921 for Ultra and $31,544 for Vista.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

    Purchases of investment securities,  excluding short-term  investments,  for
the year ended October 31, 1997, for Ultra and Vista totaled $21,342,093,931 and
$1,812,475,709,   respectively.   Sales  of  investment  securities,   excluding
short-term    investments,    totaled    $21,899,972,196   and   $2,222,040,840,
respectively.

    As of October 31, 1997,  accumulated net unrealized  appreciation  for Ultra
and  Vista  was  $4,904,076,352  and  $444,550,401,  respectively,  based on the
aggregate cost of investments for federal income tax purposes of $16,906,020,034
and  $1,409,314,376,   respectively.  Accumulated  net  unrealized  appreciation
consisted of unrealized  appreciation of  $5,095,554,773  and  $511,593,433  for
Ultra and Vista,  respectively,  and unrealized depreciation of $191,478,421 and
$67,043,032, respectively.


22      NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

- --------------------------------------------------------------------------------
4. CAPITAL SHARE TRANSACTIONS

    There are 750,000,000  shares of the Investor Class,  312,500,000  shares of
the Advisor Class, and 125,000,000 shares of the Institutional  Class authorized
for  issuance in Ultra.  There are  500,000,000  shares of the  Investor  Class,
210,000,000   shares  of  the  Advisor  Class,  and  80,000,000  shares  of  the
Institutional Class authorized for issuance in Vista.  Transactions in shares of
the Funds were as follows:

<TABLE>
                                                                         ULTRA                                    VISTA
                                                                  Shares           Amount                 Shares          Amount
INVESTOR CLASS                                                                             (In Thousands)

Year ended October 31, 1997

<S>                                                               <C>             <C>                  <C>           <C>       
Sold ...................................................           189,167        $ 5,961,963             77,210        $ 1,099,918

Issued in reinvestment of distributions ................            35,345          1,024,466             11,437            164,509

Redeemed ...............................................          (194,910)        (6,109,186)          (107,997)        (1,538,006)
                                                               -----------        -----------        -----------        -----------
Net increase (decrease) ................................            29,602        $   877,243            (19,350)       $  (273,579)
                                                               ===========        ===========        ===========        ===========

INVESTOR CLASS

Year ended October 31, 1996

Sold ...................................................           194,099        $ 5,275,609             92,373        $ 1,404,556

Issued in reinvestment of distributions ................            26,782            669,557              7,805            109,657

Redeemed ...............................................          (114,976)        (3,155,542)           (61,545)          (934,295)
                                                               -----------        -----------        -----------        -----------
Net increase ...........................................           105,905        $ 2,789,624             38,633        $   579,918
                                                               ===========        ===========        ===========        ===========

ADVISOR CLASS

Year ended October 31, 1997

Sold ...................................................               793        $    25,705                389        $     5,265

Issued in reinvestment of distributions ................                27                778                 31                449

Redeemed ...............................................              (338)           (10,568)              (328)            (4,446)
                                                               -----------        -----------        -----------        -----------
Net increase ...........................................               482        $    15,915                 92        $     1,268
                                                               ===========        ===========        ===========        ===========

ADVISOR CLASS

October 2, 1996(1) through October 31, 1996

Sold ...................................................               443        $    13,191                364        $     6,124

Redeemed ...............................................                (1)               (30)                (4)               (64)
                                                               -----------        -----------        -----------        -----------
Net increase ...........................................               442        $    13,161                360        $     6,060
                                                               ===========        ===========        ===========        ===========

INSTITUTIONAL CLASS

November 14, 1996(2) through October 31, 1997

Sold ...................................................               334        $    10,284              1,145        $    15,662

Issued in reinvestment of distributions ................                19                547                 16                226

Redeemed ...............................................              (343)            (9,722)              (228)            (2,831)
                                                               -----------        -----------        -----------        -----------
Net increase ...........................................                10        $     1,109                933        $    13,057
                                                               ===========        ===========        ===========        ===========
</TABLE>
- ----------
(1) Commencement of sale of the Advisor Class

(2) Commencement of sale of the Institutional Class.


 ANNUAL REPORT                         NOTES TO FINANCIAL STATEMENTS       23


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

5. AFFILIATED COMPANY TRANSACTIONS

  A summary of  transactions  for each issuer which is or was an affiliate at or
during the year ended October 31, 1997, follows:

<TABLE>
                                                                                     
                                           Share                                  Realized                     October 31, 1997
                                          Balance       Purchase      Sales         Gain                      Share         Market
  Fund/Issuer                            10/31/96         Cost        Cost         (Loss)       Income       Balance         Value

ULTRA                                                                         ($ in Thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>               <C>        <C>           <C>        
Altera Corp.                                  --    $   352,056  $   149,646  $   (13,773)         --      4,732,000(1)  $   209,835

America Online Inc.                           --        369,876       63,402       18,029          --      6,059,300         466,566

Ascend Communications, Inc.             11,288,000      192,344      505,305      289,117          --           --              --

BMC Software, Inc.                       2,675,000       20,935       80,900       26,755          --      3,550,000(1)      213,888

C-Cube Microsystems Inc.                 2,750,000         --        102,346      (21,386)         --           --              --

Cascade Communications Corp.             7,450,000         --        107,335      174,582          --           --              --

Citrix Systems, Inc.                     1,900,000         --         73,263      (31,276)         --           --              --

DSP Communications, Inc.                      --         57,346       57,346      (36,516)         --           --              --

Chancellor Media Corp.(2)                2,172,500         --         51,271        2,593          --      1,700,000          93,287

FORE Systems, Inc.                       4,900,000         --         84,775       61,992          --           --              --

Iomega Corporation                       7,300,000         --        111,863       35,496          --           --              --

Lam Research Corp.                            --         93,792       93,792      (31,207)         --           --              --

LSI Logic Corp.                               --        301,177      301,177      (20,562)         --           --              --

Novellus Systems, Inc.                        --        127,347      127,347      (44,860)         --           --              --

Peoplesoft, Inc.                         2,900,000         --         81,015      164,390          --           --              --

Seagate Technology, Inc.                 2,350,000       80,178      229,144       25,795          --           --              --

Starbucks Corp.                          4,000,000         --         87,507       16,845          --        900,000          29,756

Storage Technology Corp.                 2,550,000       27,665      125,865        5,335          --           --              --

Sun Microsystems, Inc.                  13,450,000         --        382,331      226,780          --      6,800,600(1)      232,708

Teva Pharmaceutical
Industries Ltd. ADR                           --        156,245       22,903       (3,006)  $       564    2,450,000         114,461

U.S. Robotics Corp.                      6,600,000         --        159,325      219,154          --           --              --

Western Digital Corp.                         --        241,875      241,875       10,263          --           --              --
                                                    -----------  -----------  -----------   -----------                  -----------
                                                    $ 2,020,836  $ 3,239,733   $ 1,074,540  $       564                  $ 1,360,501
                                                    ===========  ===========   ===========  ===========                  ===========

VISTA
- ------------------------------------------------------------------------------------------------------------------------------------
Aspen Technology, Inc.                       500,000         --     $   23,569   $    8,737        --           --              --

Brightpoint, Inc.                               --     $   40,396       11,119        3,225        --      1,350,000(1)   $   44,466

Cognos Incorporated                        2,250,000         --         24,924       39,054        --           --              --

Comverse Technology, Inc.                  1,650,000        3,908       35,670       10,037        --        750,000          30,843

Dura Pharmaceuticals, Inc.                 2,200,000         --         33,421       39,141        --        425,000          20,586

Employee Solutions, Inc.                   2,600,000         --         42,840       (9,102)       --           --              --

Hyperion Software Corp.                         --         32,350         --           --          --      1,400,000          53,200

IDEC Pharmaceuticals Corp.                 1,000,000        4,006        9,872         (324)       --        650,000          24,822

Medicis Pharmaceutical Corp.                 450,000       37,235       20,695       10,146        --        810,000(1)       38,728

Oregon Metallurgical Corp.                   754,600        3,342       23,125       (5,850)       --           --              --

P-COM, Inc.                                  850,000        6,242         --           --          --      2,100,000(1)       42,000

PairGain Technologies, Inc.                2,200,000         --         51,536       65,355        --           --              --

Rational Software Corp.                    2,200,000         --         47,736      (11,780)       --           --              --

Sanmina Corp.                                387,500       27,112        7,386        2,186        --        770,000          57,558

Whole Foods Market, Inc.                     950,000         --         30,128       (8,993)       --           --              --
                                                       ----------   ----------     --------  ----------                   ----------
                                                       $  154,591   $  362,021     $141,832        --                     $  312,203
                                                       ==========   ==========     ========  ==========                   ==========
</TABLE>
- ----------------

(1)   Includes  adjustments  for shares  received  from stock split and/or stock
      spinoff during the period.

(2)   Formerly known as Evergreen Media Corporation.


24      NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                                     ULTRA

                  For a Share Outstanding Throughout the Years Ended October 31

                                                                               Investor Class

                                                           1997         1996         1995         1994         1993
PER-SHARE DATA

<S>                                                       <C>          <C>          <C>          <C>          <C>   
Net Asset Value, Beginning of Year ...................... $29.52       $28.03       $21.16       $21.61       $15.46
                                                       ----------   -----------  -----------  ----------   ----------
Income From Investment Operations

   Net Investment Income (Loss) ......................... 0.01(1)     (0.05)(1)    (0.07)(1)     (0.03)       (0.09)

   Net Realized and Unrealized Gain (Loss)
   on Investment Transactions ...........................  5.62         2.84         7.58        (0.42)        6.24
                                                       ----------   -----------  -----------  ----------   ----------
   Total From Investment Operations .....................  5.63         2.79         7.51        (0.45)        6.15
                                                       ----------   -----------  -----------  ----------   ----------
Distributions

   From Net Realized Gains on Investment Transactions ... (1.69)       (1.19)       (0.64)         --          --

   Distributions in Excess of Net Realized Gains ........   --        (0.11)          --           --          --
                                                       ----------   -----------  -----------  ----------   ----------
   Total Distributions .................................. (1.69)       (1.30)       (0.64)         --          --
                                                       ----------   -----------  -----------  ----------   ----------
Net Asset Value, End of Year ............................ $33.46       $29.52       $28.03       $21.16       $21.61
                                                       ==========   ===========  ===========  ==========   ==========
   Total Return(2) ...................................... 19.95%       10.79%       36.89%       (2.08)%      39.78%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets .......  1.00%        1.00%        1.00%        1.00%        1.00%

Ratio of Net Investment Income to Average Net Assets ....  0.03%       (0.20)%      (0.30)%      (0.10)%      (0.60)%

Portfolio Turnover Rate .................................  107%          87%          87%          78%          53%

Average Commission Paid per
Investment Security Traded .............................. $0.0398      $0.0350      $0.0330       --(3)        --(3)

Net Assets, End of Year (in millions) ................... $21,695      $18,266      $14,376      $10,344      $8,037
</TABLE>
- ----------
(1)  Computed using average shares outstanding throughout the period.

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

(3)  Disclosure of average  commission  paid per investment  security traded was
     not required prior to the year ended October 31, 1995.

See Notes to Financial Statements


  ANNUAL REPORT                                   FINANCIAL HIGHLIGHTS       25


<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                                     ULTRA

 For a Share Outstanding Throughout the Year Ended October 31 (except as noted)

                                                                            Advisor Class

                                                                         1997         1996(1)
PER-SHARE DATA

<S>                                                                     <C>           <C>   
Net Asset Value, Beginning of Period .................................. $29.52        $29.55
                                                                     ----------   -----------
Income From Investment Operations

  Net Investment Loss(2)   ............................................ (0.07)        (0.02)

  Net Realized and Unrealized Gain (Loss) on Investment Transactions ..  5.60         (0.01)
                                                                     ----------   -----------
  Total From Investment Operations ....................................  5.53         (0.03)
                                                                     ----------   -----------
Distributions

  From Net Realized Gains on Investment Transactions .................. (1.69)          --
                                                                     ----------   -----------
Net Asset Value, End of Period ........................................ $33.36        $29.52
                                                                     ==========   ===========
  Total Return(3) ..................................................... 19.59%        (0.10)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets .....................  1.25%       1.25%(4)

Ratio of Net Investment Income to Average Net Assets .................. (0.22)%     (0.80)%(4)

Portfolio Turnover Rate ...............................................  107%           87%

Average Commission Paid per Investment Security Traded ................ $0.0398       $0.0350

Net Assets, End of Period (in millions) ...............................    $31           $13
</TABLE>
- ----------
(1)  October 2, 1996 (commencement of sale) through October 31, 1996.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(4)  Annualized.

See Notes to Financial Statements


26      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                             FINANCIAL HIGHLIGHTS
                                     ULTRA

               For a Share Outstanding Throughout the Period Ended as Indicated

                                                                   Institutional
                                                                       Class

                                                                       1997(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period ................................  $30.78
                                                                    -----------
Income From Investment Operations

  Net Investment Income(2) ..........................................   0.06

  Net Realized and Unrealized Gain on Investment Transactions .......   4.38
                                                                    -----------
  Total From Investment Operations ..................................   4.44
                                                                    -----------
Distributions

  From Net Realized Gains on Investment Transactions ................  (1.69)
                                                                    -----------
Net Asset Value, End of Period ......................................  $33.53
                                                                    ===========
  Total Return(3) ...................................................  15.28%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ...................  0.80%(4)

Ratio of Net Investment Income to Average Net Assets ................  0.23%(4)

Portfolio Turnover Rate .............................................    107%

Average Commission Paid per Investment Security Traded ..............  $0.0398

Net Assets, End of Period (in thousands) ............................    $334

- ----------
(1)  November 14, 1996 (commencement of sale) through October 31, 1997.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total return is not annualized.

(4)  Annualized.

See Notes to Financial Statements


  ANNUAL REPORT                                  FINANCIAL HIGHLIGHTS       27


<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                                     VISTA

                  For a Share Outstanding Throughout the Years Ended October 31

                                                                                 Investor Class

                                                            1997         1996         1995         1994         1993

PER-SHARE DATA

<S>                                                        <C>          <C>          <C>          <C>          <C>   
Net Asset Value, Beginning of Year .....................   $15.68       $15.73       $10.94       $12.24       $11.01
                                                         -----------  ----------  -----------  -----------  -----------
Income From Investment Operations

   Net Investment Loss .................................  (0.10)(1)    (0.11)(1)    (0.08)(1)     (0.08)       (0.07)

   Net Realized and Unrealized Gain
   on Investment Transactions ..........................    0.13         1.09         4.90         0.45         1.95
                                                         -----------  ----------  -----------  -----------  -----------
   Total From Investment Operations ....................    0.03         0.98         4.82         0.37         1.88
                                                         -----------  ----------  -----------  -----------  -----------
Distributions

   From Net Realized Gains on Investment Transactions ..   (1.18)       (1.02)       (0.03)       (1.66)       (0.64)

   Distributions in Excess of Net Realized Gains .......      --        (0.01)          --        (0.01)       (0.01)
                                                         -----------  ----------  -----------  -----------  -----------
   Total Distributions .................................   (1.18)       (1.03)       (0.03)       (1.67)       (0.65)
                                                         -----------  ----------  -----------  -----------  -----------
Net Asset Value, End of Year ...........................   $14.53       $15.68       $15.73       $10.94       $12.24
                                                         ===========  ==========  ===========  ===========  ===========
   Total Return(2) .....................................    0.29%        6.96%       44.20%        4.16%       17.71%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ......    1.00%        0.99%        0.98%        1.00%        1.00%

Ratio of Net Investment Income to Average Net Assets ...   (0.73)%      (0.70)%      (0.60)%      (0.80)%      (0.60)%

Portfolio Turnover Rate ................................     96%          91%          89%         111%         133%

Average Commission Paid per
Investment Security Traded .............................   $0.0292      $0.0280      $0.0330       --(3)        --(3)

Net Assets, End of Year (in millions) ..................   $1,828       $2,276       $1,676        $792         $847
</TABLE>
- ----------
(1)  Computed using average shares outstanding throughout the period.

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

(3)  Disclosure of average  commission  paid per investment  security traded was
     not required prior to the year ended October 31, 1995.

See Notes to Financial Statements


28      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                                     VISTA

 For a Share Outstanding Throughout the Year Ended October 31 (except as noted)

                                                                            Advisor Class

                                                                          1997          1996(1)

PER-SHARE DATA

<S>                                                                      <C>            <C>   
Net Asset Value, Beginning of Period ..................................  $15.67         $16.87
                                                                     -----------      ----------
Income From Investment Operations

  Net Investment Loss(2) ..............................................  (0.14)         (0.02)

  Net Realized and Unrealized Gain (Loss) on Investment Transactions ..   0.15          (1.18)
                                                                     -----------      ----------
  Total From Investment Operations ....................................   0.01          (1.20)
                                                                     -----------      ----------
Distributions

  From Net Realized Gains on Investment Transactions ..................  (1.18)           --
                                                                     -----------      ----------
Net Asset Value, End of Period ........................................  $14.50         $15.67
                                                                     ===========      ==========
  Total Return(3) .....................................................   0.15%         (7.11)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets .....................   1.25%        1.25%(4)

Ratio of Net Investment Income to Average Net Assets ..................  (0.98)%      (1.20)%(4)

Portfolio Turnover Rate ...............................................    96%            91%

Average Commission Paid per Investment Security Traded ................  $0.0292        $0.0280

Net Assets, End of Period (in millions) ...............................    $7             $6
</TABLE>
- ----------
(1)  October 2, 1996 (commencement of sale) through October 31, 1996.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(4)  Annualized.

See Notes to Financial Statements


  ANNUAL REPORT                                   FINANCIAL HIGHLIGHTS      29


                             FINANCIAL HIGHLIGHTS
                                     VISTA

               For a Share Outstanding Throughout the Period Ended as Indicated

                                  Institutional
                                      Class

                                                             1997(1)

PER-SHARE DATA

Net Asset Value, Beginning of Period .....................    $15.73
                                                          -----------
Income From Investment Operations

  Net Investment Loss(2) .................................    (0.07)

  Net Realized and Unrealized Gain
  on Investment Transactions .............................     0.08
                                                          -----------
  Total From Investment Operations .......................     0.01
                                                          -----------
Distributions

  From Net Realized Gains on Investment Transactions .....    (1.18)
                                                          -----------
Net Asset Value, End of Period ...........................    $14.56
                                                          ===========
  Total Return(3) ........................................     0.17%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ........   0.80%(4)

Ratio of Net Investment Income to Average Net Assets .....  (0.53)%(4)

Portfolio Turnover Rate ..................................      96%

Average Commission Paid per Investment Security Traded ...    $0.0292

Net Assets, End of Period (in millions) ..................      $14
- ----------
(1)  November 14, 1996 (commencement of sale) through October 31, 1997.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total returns for periods less than one year are not
     annualized.

(4)  Annualized.

See Notes to Financial Statements


30      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                         INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc:

  We have  audited  the  accompanying  statements  of  assets  and  liabilities,
including the schedules of investments,  of American  Century-Twentieth  Century
Ultra Fund and American  Century-Twentieth Century Vista Fund (the "Funds"), two
of the funds comprising  American Century Mutual Funds, Inc. (formerly Twentieth
Century Investors,  Inc.), as of October 31, 1997, and the related statements of
operations and changes in net assets for the year then ended,  and the financial
highlights for the year then ended. These financial statements and the financial
highlights are the responsibility of the Funds'  management.  Our responsibility
is to  express  an  opinion  on these  financial  statements  and the  financial
highlights  based on our audits.  The  financial  statements  and the  financial
highlights  of the Funds for each of the periods in the  four-year  period ended
October 31, 1996 were audited by other auditors whose report, dated November 20,
1996,  expressed  an  unqualified  opinion  on those  statements  and  financial
highlights.

  We  conducted  our  audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1997 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

  In our opinion,  such financial  statements and financial  highlights  present
fairly,  in  all  material   respects,   the  financial   position  of  American
Century-Twentieth  Century  Ultra Fund and  American  Century-Twentieth  Century
Vista Fund as of October 31, 1997, the results of their operations,  the changes
in their net assets,  and the  financial  highlights  for the year then ended in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Kansas City, Missouri

December 3, 1997


ANNUAL REPORT                           INDEPENDENT AUDITORS' REPORT      31


                             PROXY VOTING RESULTS

    An annual meeting of shareholders  was held on July 30, 1997, to vote on the
following  proposals.  All of the  proposals  received the required  majority of
votes and were adopted.

    A summary of voting results is listed below each proposal.

PROPOSAL 1:

To elect a Board of  Directors  of nine  members to hold  office for the ensuing
year or until their successors are elected and qualified.

                                            ULTRA                 VISTA

James E. Stowers, Jr.

                      For:               333,216,610            83,600,220

                      Withheld:           14,428,545             1,860,858



James E. Stowers III

                      For:               333,191,701            83,506,007

                      Withheld:           14,450,454             1,955,071



Thomas A. Brown

                      For:               333,577,760            83,686,967

                      Withheld:           14,064,395             1,774,111



Robert W. Doering, M.D.

                      For:               331,369,558            83,596,789

                      Withheld:           16,272,597             1,864,289



D.D. (Del) Hock

                      For:               333,446,334            83,645,571

                      Withheld:           14,195,821             1,815,507



Linsley L. Lundgaard

                      For:               333,199,040            83,581,170

                      Withheld:           14,443,115             1,879,908



Donald H. Pratt

                      For:               333,562,568            83,691,966

                      Withheld:           14,079,587             1,769,112



Lloyd T. Silver, Jr.

                      For:               333,399,412            83,636,835

                      Withheld:           14,242,743             1,824,243



M. Jeannine Strandjord

                      For:               333,537,559            83,676,180

                      Withheld:           14,104,596             1,784,898


PROPOSAL 2:

    To  vote  on  approval  of a  Management  Agreement  with  American  Century
Investment Management, Inc.

                                             ULTRA

                      INVESTOR              ADVISOR            INSTITUTIONAL

For:                 320,946,954            532,862                3,523

Against:               8,933,649               0                    0

Abstain:               9,319,015               0                    0
Broker Non-Vote:       8,442,537              --                   --


                                            VISTA

                     INVESTOR              ADVISOR          INSTITUTIONAL

For:                80,811,561             423,136             925,466

Against:             2,255,944                0                   0

Abstain:               494,782                0                   0

Broker Non-Vote:     1,898,791               --                    --

PROPOSAL 3:

    To vote on the  selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the Corporation.

                       ULTRA                  VISTA

For:                333,942,679             83,333,465

Against:              6,003,562              1,699,374

Abstain:              7,695,914                428,239


32      PROXY VOTING RESULTS                   AMERICAN CENTURY INVESTMENTS


                             PROXY VOTING RESULTS

PROPOSAL 4:

To vote on the adoption of standardized investment limitations for the following
items.


*  Eliminate the fundamental investment limitation concerning diversification of
   investments.

                                        ULTRA                   VISTA

    For:                             306,258,167                 77,382,657

    Against:                          20,302,465                  5,470,985

    Abstain:                          12,638,986                    708,645

    Broker Non-Vote:                   8,442,537                  1,898,791


*  Amend the fundamental investment limitation concerning the issuance of senior
   securities.

                                        ULTRA                   VISTA

    For:                             306,323,938                 77,245,225

    Against:                          20,063,472                  5,582,232

    Abstain:                          12,812,208                    734,830

    Broker Non-Vote:                   8,442,537                  1,898,791


*  Amend the fundamental investment limitation concerning borrowing.

                                        ULTRA                   VISTA

    For:                             304,879,890                 77,067,102

    Against:                          21,561,579                  5,762,051

    Abstain:                          12,758,149                    733,134

    Broker Non-Vote:                   8,442,537                  1,898,791


*  Amend the fundamental investment limitation concerning lending.

                                        ULTRA                   VISTA

    For:                             305,112,085                 77,123,180

    Against:                          21,318,492                  5,698,121

    Abstain:                          12,769,041                    740,986

    Broker Non-Vote:                   8,442,537                  1,898,791

*  Amend the  fundamental  investment  limitation  concerning  concentration  of
   investments in a particular industry.

                                        ULTRA                   VISTA

    For:                             305,885,074                 77,183,010

    Against:                          20,694,683                  5,643,535

    Abstain:                          12,619,861                    735,742

    Broker Non-Vote:                   8,442,537                  1,898,791


*  Eliminate the  fundamental  investment  limitation  regarding  investments in
   illiquid securities.

                                        ULTRA                   VISTA

    For:                             305,730,385                 77,245,750

    Against:                          20,755,603                  5,588,288

    Abstain:                          12,713,630                    728,249

    Broker Non-Vote:                   8,442,537                  1,898,791


*  Eliminate  the  fundamental   limitation   concerning   investment  in  other
   investment companies.

                                        ULTRA                   VISTA

    For:                             306,692,930                 77,357,316

    Against:                          19,875,071                  5,494,207

    Abstain:                          12,631,617                    710,764

    Broker Non-Vote:                   8,442,537                  1,898,791


*  Amend the fundamental  investment limitation  concerning  investments in real
   estate.

                                        ULTRA                   VISTA

    For:                             306,953,271                 77,368,211

    Against:                          19,674,340                  5,483,149

    Abstain:                          12,572,007                    710,927

    Broker Non-Vote:                   8,442,537                  1,898,791



   ANNUAL REPORT                                  PROXY VOTING RESULTS       33


                             PROXY VOTING RESULTS

*  Amend the fundamental investment limitation concerning underwriting.

                                        ULTRA                   VISTA

    For:                             306,691,497                 77,336,572

    Against:                          19,693,296                  5,481,256

    Abstain:                          12,814,825                    744,459

    Broker Non-Vote:                   8,442,537                  1,898,791


*  Amend the fundamental investment limitation concerning commodities.

                                        ULTRA                   VISTA

    For:                             305,433,295                 77,098,208

    Against:                          21,071,772                  5,732,390

    Abstain:                          12,694,551                    731,689

    Broker Non-Vote:                   8,442,537                  1,898,791


*  Eliminate the fundamental  limitation concerning  investments in issuers with
   less than three years of continuous operations.

                                        ULTRA                   VISTA

    For:                             306,697,491                 77,363,282

    Against:                          19,835,914                  5,487,247

    Abstain:                          12,666,213                    711,758

    Broker Non-Vote:                   8,442,537                  1,898,791


*  Eliminate the fundamental limitation concerning short sales.

                                        ULTRA                   VISTA

    For:                             305,965,122                 77,209,770

    Against:                          20,781,869                  5,631,820

    Abstain:                          12,452,627                    720,697

    Broker Non-Vote:                   8,442,537                  1,898,791


*  Eliminate the fundamental  investment  limitation concerning margin purchases
   of securities.

                                        ULTRA                   VISTA

    For:                             305,736,551                 77,125,010

    Against:                          21,034,574                  5,718,942

    Abstain:                          12,428,493                    718,335

    Broker Non-Vote:                   8,442,537                  1,898,791


34      PROXY VOTING RESULTS                   AMERICAN CENTURY INVESTMENTS


                      SHARE CLASS AND RETIREMENT ACCOUNT

                                  INFORMATION

SHARE CLASSES

    Until  September  3, 1996,  Ultra and Vista issued one class of fund shares,
reflecting  the fact that most  investors  bought  their  shares  directly  from
American Century.  All investors paid the same annual unified management fee and
did not pay any  commissions  or other fees to  purchase  shares  from  American
Century.

    Now  more  share   purchases  are  made  by  investors   through   financial
intermediaries  (who ordinarily are compensated for the additional services they
provide),  or by very large  institutional  investors,  who expect  lower  costs
because of their size. In September 1996,  American Century began to offer three
classes of shares for the Ultra and Vista funds.  One class is for investors who
still buy directly from American  Century,  one is for investors who buy through
financial intermediaries, and the third is for large institutional customers.

    The original  class of Ultra and Vista shares is called the INVESTOR  CLASS.
All shares issued and outstanding before September 3, 1996, have been designated
as Investor  Class  shares.  Investor  Class shares may also be purchased  after
September 3, 1996.  Investor Class  shareholders  do not pay any  commissions or
other fees for purchase of fund shares directly from American Century. Investors
who buy Investor Class shares through a broker-dealer may be required to pay the
broker-dealer a transaction fee. THE PRICE AND PERFORMANCE OF THE INVESTOR CLASS
SHARES ARE LISTED IN NEWSPAPERS. NO OTHER CLASS IS CURRENTLY LISTED.

    In  addition,  there  is an  ADVISOR  CLASS,  which is sold  through  banks,
broker-dealers, insurance companies and financial advisors. Advisor Class shares
are subject to a 0.50% Rule 12b-1 service and distribution fee. Half of that fee
is available to pay for recordkeeping and administrative  services,  and half is
available  to  pay  for   distribution   services   provided  by  the  financial
intermediary  through  which the Advisor Class shares are  purchased.  The total
expense ratio of the Advisor Class shares is 0.25% higher than the total expense
ratio of the Investor Class shares.

    There is also an  INSTITUTIONAL  CLASS,  which is available  to  endowments,
foundations,  defined benefit pension plans or financial  intermediaries serving
these  investors.  This class  recognizes the  relatively  lower cost of serving
institutional customers and others who invest at least $5 million in an American
Century fund or at least $10 million in multiple  funds.  In  recognition of the
larger  investments and account  balances and  comparatively  lower  transaction
costs, the total expense ratio of the  Institutional  Class shares is 0.20% less
than the total expense ratio of the Investor Class shares.

    All  classes  of  shares  represent  a pro rata  interest  in the  funds and
generally have the same rights and preferences.

RETIREMENT ACCOUNT INFORMATION

    As required by law,  any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

    When you plan to  withdraw,  you may make your  election by  completing  our
Exchange/Redemption  form or an IRS Form W-4P. Call American  Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

    Remember,  even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


   ANNUAL REPORT        SHARE CLASS AND RETIREMENT ACCOUNT INFORMATION       35


                            BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY AND POLICIES

    The Twentieth Century Group offers 10 equity funds that invest in the stocks
of growing  companies,  both  domestically and  internationally.  The philosophy
behind these growth funds  focuses on three  important  principles.  First,  the
funds seek to own  successful  companies,  which we define as those with growing
earnings  and  revenues.  Second,  we attempt to keep the funds fully  invested,
regardless of short-term market activity. Experience has shown that market gains
can occur in  unpredictable  spurts and that  missing  those  opportunities  can
significantly  limit the  potential  for gain.  Third,  the funds are managed by
teams, rather than by one "star." We believe this allows us to make better, more
consistent management decisions.

    In addition to these principles, each fund has its own investment policies:

    TWENTIETH CENTURY ULTRA generally invests in the securities of mid-sized and
larger companies that exhibit growth.  It will typically have significant  price
fluctuations.

    TWENTIETH  CENTURY  VISTA  invests  mainly in the  securities of smaller and
medium-sized firms that exhibit growth. The fund is subject to significant price
volatility but offers high long-term growth potential.

COMPARATIVE INDICES

    The  following  indices are used in the report to serve as fund  performance
comparisons. They are not investment products available for purchase.

    The S&P 500 is a capitalization-weighted index of the stocks of 500 publicly
traded  U.S.  companies  that are  considered  to be leading  firms in  dominant
industries.  Created by Standard & Poor's Corporation,  it is considered to be a
broad measure of U.S. stock market performance.

    The S&P MIDCAP 400 is a  capitalization-weighted  index of the stocks of the
400 largest  leading  U.S.  companies  not  included in the S&P 500.  Created by
Standard & Poor's Corporation,  it is considered to represent the performance of
mid-cap stocks generally.

    The RUSSELL 2000 INDEX was created by the Frank Russell Company. It measures
the performance of the 2,000 smallest of the 3,000 largest  publicly-traded U.S.
companies  based on total market  capitalization.  The Russell  2000  represents
approximately 10% of the total market capitalization of the top 3,000 companies.
The average market capitalization of the index is approximately $420 million.

    The RUSSELL 2500 INDEX was created by the Frank Russell Company. It measures
the performance of the 2,500 smallest of the 3,000 largest  publicly-traded U.S.
companies  based on total market  capitalization.  The Russell  2500  represents
approximately 23% of the total market capitalization of the top 3,000 companies.
The average market  capitalization  of the index is approximately  $650 million.
The RUSSELL 2500 GROWTH INDEX  measures the  performance  of those  Russell 2500
companies with higher price-to-book ratios and higher forecasted growth rates.

- --------------------------------------------------------------------------------
INVESTMENT TEAM LEADERS

    ULTRA:

    Portfolio Managers                   Jim Stowers III
                                         Bruce Wimberly

    VISTA:
    Portfolio Managers                   Glenn Fogle
                                         Arnold Douville
- --------------------------------------------------------------------------------

36      BACKGROUND INFORMATION                 AMERICAN CENTURY INVESTMENTS


                                   GLOSSARY

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on pages 25-30.


PORTFOLIO STATISTICS

* NUMBER OF  COMPANIES--  the number of different  companies held by a fund on a
given date.

* PRICE/EARNINGS (P/E) RATIO-- a stock value measurement  calculated by dividing
a company's stock price by its earnings per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Earnings  per share is  calculated by
dividing the after-tax earnings of a corporation by its outstanding shares.)

* PORTFOLIO  TURNOVER-- the percentage of a fund's investment  portfolio that is
replaced during a given time period, usually a year. Actively managed portfolios
tend to have higher  turnover than passively  managed  portfolios  such as index
funds.

* EXPENSE RATIO-- the operating expenses of the fund,  expressed as a percentage
of average net assets. Share-holders pay an annual fee to the investment manager
for  investment  advisory  and  management  services.  The expenses and fees are
deducted from fund income, not from each shareholder account. (See Note 2 in the
Notes to Financial Statements.)

TYPES OF STOCKS

*  BLUE-CHIP  STOCKS--  stocks of the most  established  companies  in  American
industry.   They  are  generally  large,   fairly  stable  companies  that  have
demonstrated consistent earnings and usually have long-term growth potential.
Examples include General Electric and Coca-Cola.

* CYCLICAL STOCKS--  generally  considered to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of  automobile  manufacturers,  steel  producers  and textile
operators.

* GROWTH  STOCKS--  stocks  of  companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare and consumer staple companies.

* LARGE-CAPITALIZATION  ("LARGE-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

*  MEDIUM-CAPITALIZATION  ("MID-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of between $1 billion and $5  billion.  These tend to be the
stocks that make up the S&P 400.

* SMALL-CAPITALIZATION  ("SMALL-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 Index.

* VALUE STOCKS--  generally  considered to be stocks that are purchased  because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.

STATISTICAL TERMINOLOGY

*  PRICE/BOOK  RATIO--  a stock  value  measurement  calculated  by  dividing  a
company's stock price by its book value per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Book value per share is calculated by
subtracting a company's liabilities from its assets, then dividing that value by
the number of outstanding shares.)


  ANNUAL REPORT                                              GLOSSARY       37

[american century logo}
American
Century(reg.sm)

P.O. BOX 419200 
KANSAS CITY, MISSOURI 
64141-6200

INVESTOR SERVICES:  
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:  
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:   
1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS, INC.


INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI


THIS REPORT AND THE FINANCIAL  STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR THE
GENERAL  INFORMATION  OF OUR  SHAREHOLDERS.  THE  REPORT IS NOT  AUTHORIZED  FOR
DISTRIBUTION  TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED OR  ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.


AMERICAN CENTURY INVESTMENT SERVICES, INC.


9712           [recycled logo]
SH-BKT-10467      Recycled
<PAGE>
                                     ANNUAL
                                     REPORT

                             [american century logo]
                                    American
                                 Century(reg.sm)

                                OCTOBER 31, 1997

                                    TWENTIETH
                                     CENTURY
                                      GROUP

                                    Giftrust


                               TABLE OF CONTENTS

Report Highlights .........................................................    1
Our Message to You ........................................................    2
Market Perspective ........................................................    3
Performance & Portfolio Information .......................................    4
Management Q & A ..........................................................    5
Schedule of Investments ...................................................    8
Statement of Assets and Liabilities .......................................   10
Statement of Operations ...................................................   11
Statements of Changes in Net Assets .......................................   12
Notes to Financial Statements .............................................   13
Financial Highlights ......................................................   15
Independent Auditors' Report ..............................................   16
Proxy Voting Results ......................................................   17
Background Information
           Investment Philosophy and Policies .............................   20
           Comparative Indices ............................................   20
           Investment Team Leaders ........................................   20
Glossary ..................................................................   21


    American  Century  Investments  offers you nearly 70 fund  choices  covering
stocks,  bonds,  money markets,  specialty  investments and blended  portfolios.
We've organized our funds into three distinct groups,  based on investment style
and objectives, to help simplify your fund decisions. These groups appear below.


                  AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                American Century       Twentieth Century(reg. tm)
     Group(reg. tm)                 Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------

                                                               Giftrust


We welcome your comments or questions about this report.

See the back cover for ways to contact us by mail, phone or e-mail.


Twentieth  Century and American Century are registered marks of American Century
Services  Corporation.  Benham Group is a registered  mark of Benham  Management
Corporation.

                                                   AMERICAN CENTURY INVESTMENTS


                               REPORT HIGHLIGHTS

MARKET PERSPECTIVE

* Returns in the U.S.  stock market were strong  across  capitalization  ranges,
  with the stocks of large- and  medium-sized  companies  posting the best gains
  and small-cap stocks not far behind.

* The S&P 500's total return for the year ended  October 31,  1997,  was 32.10%,
  compared to 32.67% for the S&P MidCap 400 and 29.33% for the Russell 2000.

* The strong gains were attributable to the continuing U.S. economic  expansion,
  which is the third longest since World War II. Although the market indices had
  a strong showing, the ride was not smooth.

* Gains for small- and mid-cap  stocks  surpassed  large-cap  returns in August,
  following   earnings   disappointments  by  several   multinational   consumer
  companies.

* Stocks of all sizes  faltered in October,  as the market reacted to turmoil in
  southeast Asian markets.

GIFTRUST

* For the year ended October 31, 1997, Giftrust's total return was 1.95%. During
  the last six months of the  period,  the fund  rebounded  sharply,  posting an
  impressive 34.78% return.


GIFTRUST

TOTAL RETURNS:         AS OF 10/31/97
     6 Months                  34.78%*
     1 Year                     1.95%

NET ASSETS:                $1 billion
     (AS OF 10/31/97)

INCEPTION DATE:              11/25/83

TICKER SYMBOL:                  TWGTX

(*)Not annualized.

* A strong rally in small- and mid-cap growth stocks helped the fund  outperform
  its benchmark during the second half. However,  that performance was offset by
  the fund's losses in the prior six-month period.

* The fund's long-term  performance  remains  excellent,  with an average annual
  return over 10 years of 22.43%.

* During fiscal 1997, we established a large weighting in selected energy stocks
  due to the rapid growth in earnings in sectors of that industry.  These stocks
  were the strongest contributors during the second half of the year.

* Specialty  software  companies  that hurt the fund early in the year rebounded
  dramatically after an April correction in technology stocks.

* The fund's holdings in high-tech contract  manufacturers  increased during the
  final six  months.  Firms such as Jabil  Circuit,  Inc.  are  benefiting  from
  decisions by computer and  telecommunications  companies to outsource  circuit
  board manufacturing and systems assembly to specialist companies.

* Finally, positions in software companies were trimmed to retain those holdings
  with the strongest earnings acceleration.

Many of the investment  terms in this report are defined in the Glossary on page
21.


ANNUAL REPORT                                           REPORT HIGHLIGHTS      1


                              OUR MESSAGE TO YOU

           [photo of James E. Stowers, Jr. and James E. Stowers III]

    The stock  market's  bull run continued in 1997,  although  there were a few
stumbles.   In  August,   several   widely-held   companies  announced  earnings
disappointments and, in October, currency devaluations in southeast Asia rumbled
through  markets  worldwide.  The U.S.  market  rebounded  after each  period of
turbulence,  as the  underlying  strength of the  economy  supported a continued
advance in stock  prices.  Despite  fallout from Asian  markets,  there are many
reasons  to  believe  strong  stock   performance  will  continue.   Fundamental
indicators of the U.S.  economy's health remain solid,  providing an environment
for companies to build earnings while  surrendering  only a small  percentage of
their gains to inflation.

    Not all  investors  participated  equally in the market's  performance.  Our
funds  that  invest  in the  stocks  of  small  and  mid-sized  companies  had a
disappointing fiscal year. We have increased our focus on these funds to provide
additional  staffing  and other  resources  the team needs to  achieve  improved
returns. We are not satisfied with results of the past year and are committed to
doing better.

    In 1998,  American  Century  will enter its 40th year, a landmark few mutual
fund  companies  can claim.  During the 1990s,  we have  broadened  our range of
investment choices dramatically. Today, American Century offers nearly 70 funds,
enabling us to meet a wide array of investor objectives.

    The  company's   tradition  of  creating  new  opportunities  for  investors
continued  in July,  when we announced  that J.P.  Morgan had agreed to become a
significant  minority  shareholder in American Century. For more than 150 years,
J.P. Morgan has served  institutions,  governments and individuals  with complex
financial needs.  Within the framework of this proposed  relationship,  American
Century  will  continue  to operate as an  independent  company.  Our  corporate
management  team will remain the same, and the Stowers family will retain voting
control of the company.  This  proposed  business  partnership  will allow us to
expand and enhance the investment services we provide investors.

    These are interesting times to be in the mutual fund industry, whether as an
investor or a CEO.  Some  analysts  see  inflation  on the  horizon.  Others see
deflation,  as global competition forces prices downward.  Meanwhile,  investors
enjoy  new  choices  when  investing  for  retirement,  including  the  expanded
opportunities  provided by the Taxpayer Relief Act of 1997.  Whatever your needs
or  outlook,  we hope you will give us an  opportunity  to help you  reach  your
financial goals.

Sincerely,



/s/James E. Stowers, Jr.                 /s/James E. Stowers III
James E. Stowers, Jr.                    James E. Stowers III
Chairman of the Board and Founder        Chief Executive Officer


2      OUR MESSAGE TO YOU                           AMERICAN CENTURY INVESTMENTS


                              MARKET PERSPECTIVE

THE YEAR IN REVIEW

    On October 31, 1997,  the U.S.  economic  expansion  completed its eightieth
month,  making it the third longest since World War II. A 106-month-long  period
of sustained  economic  growth in the 1960s is the record holder,  followed by a
92-month  spell in the 1980s.  What  differentiates  the recent  expansion  from
earlier  ones is low  inflation,  with an  average  annual  rate of just over 2%
during the decade and just 1.8% for the 10 months of 1997. Wage pressure,  a key
component of inflation,  has yet to materialize  despite the lowest unemployment
rates since the early 1970s.  U.S.  corporations  have used  restructurings  and
technological advances to increase productivity more rapidly than the demand for
labor.  In the absence of inflationary  pressure,  interest rates have been low,
reducing  corporate  borrowing  costs. As a result,  profit margins are at their
highest  levels since 1969 and the economy has benefited  greatly.  It grew at a
torrid annual pace of 4.9% in the first quarter of 1997,  the strongest  quarter
in more than  nine  years.  Growth in the  second  and third  quarters  remained
strong, at annual rates of 3.3% each quarter.

THE MARKETS

    The stock market reflected this period of economic growth,  with all sectors
showing robust  returns.  The chart above captures the market's climb during the
year ended October 31, 1997. Although the indices had a strong showing, the ride
was not smooth,  with  unusually high levels of volatility and volumes of shares
traded setting records in August and October.  Whereas the S&P 500 was far ahead
of the other indices at April 30, 1997, the gap had closed six months later.

[line graph - data below]

U.S. Stock Market Performance
Growth of $1.00 for the year ended October 31, 1997

             S&P 500    S&P 400   Russell 2000
10/31/96      $1.00      $1.00      $1.00
11/30/96      $1.07      $1.06      $1.04
12/31/96      $1.06      $1.06      $1.07
1/31/97       $1.12      $1.10      $1.09
2/28/97       $1.13      $1.09      $1.06
3/31/97       $1.08      $1.04      $1.01
4/30/97       $1.15      $1.07      $1.02
5/31/97       $1.21      $1.16      $1.13
6/30/97       $1.27      $1.20      $1.18
7/31/97       $1.37      $1.31      $1.23
8/31/97       $1.29      $1.31      $1.26
9/30/97       $1.37      $1.39      $1.35
10/31/97      $1.32      $1.33      $1.29

Comparative One-Year Returns for the year ended October 31, 1997
S&P 500             32.10%
S&P MidCap 400      32.67%
Russell 2000        29.33%

SOURCE: LIPPER ANALYTICAL SERVICES, INC.

    A handful of large,  multinational stocks continued their two-year dominance
of the market until  August,  when  Coca-Cola  and Gillette  announced  earnings
disappointments.  Other large  companies  followed  with similar  announcements,
leading  to an  abrupt  halt in the  market's  relentless  upward  march and the
outperformance of large stocks. The S&P 500 Index was down 5.8% for the month of
August.

    Stock prices resumed their upward move in September;  however,  the gains of
small- and mid-cap  stocks  exceeded  those of large  caps.  October saw another
reversal as the market reacted to news of currency devaluations across southeast
Asia. Those devaluations sent market indices plummeting in such emerging markets
as Thailand,  Malaysia and Singapore.  U.S.  investors  started paying attention
when the panic  selling  reached  Hong Kong and  European  markets.  The S&P 500
dropped 3.45% in October,  the S&P MidCap 400 dropped 4.35% and the Russell 2000
fell 4.39% amid fears that the sell-off  overseas  would  translate into reduced
corporate profits for U.S. multinational companies in 1998.

    The relative  outperformance  of medium- and  small-cap  stocks later in the
year  resulted  from  several  factors.  These  companies'  profits  are  not as
dependent on foreign trade as the profits of larger  companies;  small companies
were not tainted by the earnings  disappointments that hurt the large-cap sector
over the  summer;  and  small-cap  prices had  reached  very  attractive  levels
relative to earnings, positioning them for a strong rebound.


ANNUAL REPORT                                        MARKET PERSPECTIVE       3


<TABLE>
<CAPTION>
                      PERFORMANCE & PORTFOLIO INFORMATION

TOTAL RETURNS AS OF OCTOBER 31, 1997(1)

                             AVERAGE ANNUAL RETURNS

                     6 MONTHS    1 YEAR    3 YEARS    5 YEARS    10 YEARS   LIFE OF FUND(2)
- -------------------------------------------------------------------------------------------
<S>                    <C>        <C>       <C>        <C>        <C>           <C>   
Giftrust               34.78%     1.95%     14.02%     22.35%     22.43%        19.76%
Russell 2000 Growth    30.70%    21.08%     18.28%     15.92%     14.10%         9.62%(3)
</TABLE>
- ----------
(1) Returns for periods less than one year are not annualized.

(2) Inception was November 25, 1983.

(3) Return since 11/30/83,  the date nearest the fund's inception for which data
    are available.

See pages 20 and 21 for more information about the Russell 2000 Growth Index and
returns.

[mountian graph - data below]

GROWTH OF $10,000 OVER 10 YEARS               
VALUE ON 10/31/97:   $75,736  GIFTRUST
                     $37,395  RUSSELL 2000 GROWTH

            GIFTRUST  RUSSELL 2000 GROWTH
DATE       ACCT VALUE    ACCT VALUE               
10/31/87    $10,000      $10,000
10/31/88    $11,629      $12,312
10/31/89    $17,422      $14,617
10/31/90    $13,975      $10,767
10/31/91    $25,024      $17,930
10/31/92    $27,608      $17,866
10/31/93    $43,027      $22,809
10/31/94    $51,095      $22,601
10/31/95    $67,709      $27,254
10/31/96    $74,290      $30,886

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

The line representing  Giftrust's total return includes operating expenses (such
as transaction  costs and management fees) that reduce returns,  while the total
return line of the Russell 2000 Growth Index does not. 10/31/97 $75,736 $37,395.


PORTFOLIO AT A GLANCE
                                  10/31/97       10/31/96

Number of Companies                67            70
Median Price/Earnings Ratio        31.8          47.8
Portfolio Turnover                 118%          121%
Expense Ratio                      1.00%         0.98%


4   PERFORMANCE & PORTFOLIO INFORMATION             AMERICAN CENTURY INVESTMENTS


                               MANAGEMENT Q & A

    An interview  with Glenn Fogle and John Seitzer,  portfolio  managers on the
Giftrust investment team.

How did the fund perform?

    For  the  year  ended  October  31,  1997,  Giftrust's  total  return  was a
disappointing  1.95%.  The fund's  benchmark,  the Russell  2000  Growth  Index,
returned  21.08% for the year.  The fund had an impressive  34.78% return during
the  final  six  months  of the  period,  compared  to a 30.70%  return  for its
benchmark.   In   the   second   half   of   our   fiscal   year,   small-   and
medium-capitalization  stocks  enjoyed a strong  rebound as investors'  faith in
large-cap stocks  faltered.  However,  the fund's  excellent  performance in the
second half was offset by its losses in the first six months.

    Despite the volatility of 1997,  the fund  maintains an excellent  long-term
record, with an average annual return of 22.43% over the past decade.

    Price  volatility is a fact of life among smaller stocks.  Still,  this year
was exceptional.  In the first half of the period, large-cap stocks outperformed
the stocks of smaller companies by a wide margin.  In addition,  performance was
restricted to a fairly small group of stocks in each capitalization category. In
the second half, the stocks of smaller  companies  rebounded  sharply.  The fund
outperformed its benchmark as investors  regained  confidence in the high growth
companies in which Giftrust invests.

What attracted investors to mid- and small-cap growth stocks?

    Two things seemed responsible.  Several high profile,  large-cap  companies,
including  Coca-Cola  and  Gillette,  announced  disappointing  earnings for the
second quarter.  This gave investors a heads-up that even large, global consumer
franchises can stumble.  Secondly,  investors  started to gain confidence in the
earnings  prospects of the high growth  companies we buy. The fourth  quarter of
1996 and the first of 1997 were frustrating for us because, although many of our
holdings met very high earnings expectations, investors doubted that such growth
could continue. As these companies continued to hit earnings targets,  investors
became more  willing to pay the premium  that high growth  companies  ordinarily
command, especially since the premium had fallen over the past year.

[bar chart - data below]

GIFTRUST'S ONE-YEAR RETURNS OVER TEN YEARS (Periods ended October 31)

            GIFTRUST  RUSSELL 2000 GROWTH
DATE         RETURN     RETURN               
10/31/88     16.28%     23.12%
10/31/89     49.81%     18.72%
10/31/90    -19.77%    -26.34%
10/31/91     79.04%     66.53%
10/31/92     10.32%     -0.36% 
10/31/93     55.84%     27.67%
10/31/94     18.75%     -0.91% 
10/31/95     32.52%     20.59%
10/31/96      9.72%     13.33%
10/31/97      1.95%     21.08%

This chart  illustrates  the fund's  returns over the past 10 years and compares
them with the Russell 2000 Growth's  returns.  Giftrust's  total returns include
operating expenses,  while the Russell 2000 Growth's returns do not. See page 20
for a description of the index.

Past  performance  is no  guarantee  of future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.


ANNUAL REPORT                                           MANAGEMENT Q & A       5


                               MANAGEMENT Q & A

How did you respond to the market's 7.18% drop on October 27?

    We checked on each of our  holdings to see if there were any reason to doubt
our  confidence in their business  prospects,  and we added to holdings that had
dropped to very attractive prices. We saw no reason to join a market move driven
by psychological fears rather than economic factors.

What stocks or sectors added most to returns  during the final six months of the
year?

    The fund held a large  weighting in energy  service stocks due to the growth
in  earnings  we saw coming in that  sector.  These  stocks,  many of which were
purchased  during  the  first  half  of the  fiscal  year,  were  the  strongest
contributors  during the second  half.  New  technology  is enabling oil and gas
companies to more accurately  find, and more  efficiently  extract,  oil and gas
reserves.  Our holdings  included  firms that supply energy  companies with both
land rigs and offshore  rigs, as well as boats to service  offshore  operations.
The number of  drilling  rigs is down by half  compared  to 10 years ago and the
cost and time to build new equipment is significant,  giving tremendous  pricing
power to rig service companies.

    Among our other top performers were specialty software companies,  including
HBO & Company and CBT Group Plc. HBO provides  software to help hospitals manage
back-office  administrative  functions,  track  clinical data and manage patient
information flow. CBT develops  computer-based  training programs for technology
workers. Both companies rebounded from market disfavor in the first half.

    Two other  sectors  that  contributed  greatly to  performance  --  computer
software and electronic components -- were also sectors where many of the fund's
holdings  were  concentrated.  Even though  investment  decisions  are made on a
stock-by-stock basis,  significant  weightings often develop in sectors that are
experiencing faster growth than the economy at large.

What stocks or sectors detracted from fund performance?

    The fund's biggest  disappointment  came from Spectrian  Corp.,  which makes
amplifiers  for  wireless  service  providers.   These  amplifiers  improve  the
transmission  of  cellular  calls.  The  company's  stock fell after its largest
customer,  Northern Telecom, forecast slower orders. The slide was compounded by
the  market's   skittishness  in  October.   PairGain   Technologies   was  also
disappointing.   The  company  sells   products  that  increase  the  speed  and
information-carrying  capacity of copper phone wires.  The stock declined in the
face of a price war initiated by  competitors  who are  frustrated by PairGain's
dominance of the market.

 TOP TEN HOLDINGS                      % of fund investments

                                        As of         As of
                                       10/31/97      4/30/97

Trico Marine Services, Inc.              3.2%         1.8%
CBT Group Plc ADR                        3.1%         2.5%
Jabil Circuit, Inc.                      2.6%         2.5%
P-COM, Inc.                              2.5%         2.5%
Applied Graphics Technologies, Inc.      2.4%           -
Vitesse Semiconductor Corp.              2.2%         2.3%
Family Dollar Stores, Inc.               2.2%         1.0%
Agouron Pharmaceuticals, Inc.            2.2%         2.0%
Tekelec                                  2.1%           -
Clear Channel Communications, Inc.       2.1%           -


TOP FIVE INDUSTRIES                    % of fund investments

                                        As of        As of
                                       10/31/97     4/30/97
Electrical & Electronic
Components                              13.9%         8.6%
Energy (Services)                       13.8%         6.9%
Computer Software & Services            10.8%        14.3%
Communications Equipment                 9.2%         6.9%
Biotechnology                            8.7%         6.5%


6    Management Q & A                      American Century Investments


                               MANAGEMENT Q & A

What changes did you make in the fund's investment strategy or holdings?

    As the chart on page 6 shows, we doubled our holdings in energy services. In
addition,  we continued to add to high-tech  contract  manufacturers,  which are
included in the  electrical and electronic  components  category.  Firms such as
Jabil   Circuit,   Inc.   are   benefiting   from   decisions  by  computer  and
telecommunications  companies  to  outsource  circuit  board  manufacturing  and
systems assembly to specialist companies.

    The fund's  biotechnology  holdings  were up,  partly  due to these  stocks'
appreciation and partly due to new investments. Agouron Pharmaceuticals, Inc. is
an example of a company  whose stock we continued to buy this year.  The company
makes  an  AIDS-fighting  drug  called  Viracept,   whose  sales  have  exceeded
forecasts. The company's stock gained 42.6% during the period.

    On the sell side,  we trimmed the fund's  holdings  in  software  companies,
retaining those companies with the strongest earnings acceleration.

Do you see the shift toward small- and mid-cap stocks continuing?

    The market is not yet in love with small- and mid-cap growth stocks,  but it
no longer hates them. In other words, from October,  1996,  through March, 1997,
investors seemed bent on reducing their exposure to smaller stocks.  The selling
pressure  caused these stocks to badly trail large-cap  indices.  More recently,
the market's narrow preference for large-cap stocks has broadened to include the
rest of the  market,  which  is an  improvement  but  hardly  a major  shift  in
sentiment.  However,  if the large-cap stocks that have led the market for three
years continue to see slowing  earnings growth rates, we would expect  investors
to become more interested in smaller stocks with more robust earnings growth.


ANNUAL REPORT                                             MANAGEMENT Q & A     7


                            SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997

Shares                       ($ in Thousands)                    Value
- ------------------------------------------------------------------------------

COMMON STOCKS

AEROSPACE & DEFENSE--3.0%

                   498,900  DONCASTERS plc ADR(1)(2)              $    13,439

                   700,000  Wyman-Gordon Co.(1)                        16,800
                                                               ---------------

                                                                       30,239
                                                               ---------------

BIOTECHNOLOGY--8.7%

                   485,000  Agouron Pharmaceuticals, Inc.(1)           22,097

                   400,000  BioChem Pharma Inc.(1)                     10,025

                   350,000  Centocor, Inc.(1)                          15,378

                   250,000  Incyte Pharmaceuticals, Inc.(1)            19,813

                   440,000  PAREXEL International Corp.(1)(2)          15,840

                   190,000  Sangstat Medical Corp.(1)                   5,854
                                                                 -------------

                                                                       89,007
                                                                 -------------

BROADCASTING & MEDIA--4.7%

                   330,000  Clear Channel Communications, Inc.(1)      21,780

                   200,000  Heftel Broadcasting Corp.(1)               13,175

                   310,000  Jacor Communications, Inc.(1)              12,943
                                                                  ------------

                                                                       47,898
                                                                  ------------

BUSINESS SERVICES & SUPPLIES--2.6%

                   450,000  Applied Graphics Technologies, Inc.(1)     24,075

                    75,000  Billing Information Concepts Corp.(1)       2,916
                                                                   -----------

                                                                       26,991
                                                                  ------------

COMMUNICATIONS EQUIPMENT--9.2%

                   597,000  Boston Technology, Inc.(1)                 16,194

                 1,300,000  P-COM, Inc.(1)                             26,000

                   350,000  Powerwave Technologies, Inc.(1)            10,806

                   525,000  Tekelec(1)                                 21,951

                   612,000  Teledata Communications(1)(2)              18,857
                                                                  ------------

                                                                       93,808
                                                                  ------------

COMPUTER SOFTWARE & SERVICES--10.8%

                   405,000  CBT Group Plc ADR(1)                       31,185

                   480,000  HBO & Co.                                  20,850

                   410,000  JDA Software Group, Inc.(1)                12,787

                   160,000  Lernout & Hauspie Speech
                               Products N.V.(1)                         7,800

                   210,000  McAfee Associates, Inc.(1)                 10,434

                   165,000  Saville Systems Ireland plc ADR(1)          9,797

                   425,000  Veritas Software Corp.(1)                  17,691
                                                                  ------------

                                                                      110,544
                                                                  ------------

CONTROL & MEASUREMENT--0.9%

                   215,000  Orbotech Ltd.(1)                      $     9,272
                                                                  ------------

ELECTRICAL & ELECTRONIC
COMPONENTS--13.9%

                   502,500  ANADIGICS, Inc.(1)                         18,561

                   300,000  Burr-Brown Corp.(1)                         9,019

                   830,000  DII Group, Inc.(1)                         20,439

                   580,000  Jabil Circuit, Inc.(1)                     26,209

                   193,300  Micrel, Inc.(1)                             6,934

                   343,700  Sawtek Inc.(1)                             11,600

                   410,000  Unitrode Corp.(1)                          10,993

                   520,000  Vitesse Semiconductor Corp.(1)             22,588

                   450,000  Zytec Corp.(1)                             16,059
                                                                  ------------

                                                                      142,402
                                                                  ------------

ENERGY (SERVICES)--13.8%

                   185,000  BJ Services Co.(1)                         15,679

                   180,000  Diamond Offshore Drilling, Inc.            11,205

                   510,000  Global Marine Inc.(1)                      15,874

                   370,000  Hvide Marine, Inc.(1)                      12,187

                   570,000  Key Energy Group, Inc.(1)                  17,884

                   302,900  Marine Drilling Companies, Inc.(1)          8,963

                   300,000  Noble Drilling Corp.(1)                    10,669

                   890,000  Trico Marine Services, Inc.(1)(2)          32,819

                   350,000  UTI Energy Corp.(1)                        15,619
                                                                  ------------

                                                                      140,899
                                                                  ------------

ENVIRONMENTAL SERVICES--3.1%

                   760,000  Allied Waste Industries, Inc.(1)           15,438

                   430,000  USA Waste Services, Inc.(1)                15,910
                                                                  ------------

                                                                       31,348
                                                                  ------------

FOOD & BEVERAGE--2.1%

                   440,000  Morningstar Group Inc.(1)                  18,783

                   150,000  Northland Cranberries, Inc.                 2,325
                                                                  ------------

                                                                       21,108
                                                                  ------------

FURNITURE & FURNISHINGS--0.5%

                   100,000  Miller (Herman), Inc.                       4,900
                                                                  ------------

HEALTHCARE--3.0%

                   460,000  Concentra Managed Care, Inc.(1)            14,979

                   225,000  Pediatrix Medical Group Inc.(1)             9,506

                   242,700  Quorum Health Group, Inc.(1)                5,878
                                                                  ------------

                                                                       30,363
                                                                  ------------

See Notes to Financial Statements


8      SCHEDULE OF INVESTMENTS                    AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997

Shares                       ($ in Thousands)                    Value
- ------------------------------------------------------------------------------

LEISURE--1.5%

                   150,000  Imax Corporation(1)                   $     3,797

                   435,000  Signature Resorts(1)                       11,310
                                                                  ------------

                                                                       15,107
                                                                  ------------

MACHINERY & EQUIPMENT--3.1%

                   225,000  SpeedFam International, Inc.(1)             8,339

                   400,000  U.S. Rentals, Inc.(1)                       9,750

                   350,000  Veeco Instruments Inc.(1)                  13,869
                                                                  ------------

                                                                       31,958
                                                                  ------------

MEDICAL EQUIPMENT & SUPPLIES--2.5%

                   215,000  Safeskin Corp.(1)                           9,742

                   510,000  Spine-Tech, Inc.(1)(2)                     15,842
                                                                  ------------

                                                                       25,584
                                                                  ------------

PHARMACEUTICALS--2.0%

                   505,000  Kos Pharmaceuticals, Inc.(1)               18,022

                    90,000  Omnicare, Inc.                              2,503
                                                                  ------------

                                                                       20,525
                                                                  ------------

PRINTING & PUBLISHING--1.5%

                   290,000  Consolidated Graphics, Inc.(1)             15,043
                                                                  ------------

RESTAURANTS--3.4%

                   900,000  Foodmaker, Inc.(1)                         14,793

                   600,000  Rainforest Cafe, Inc.(1)                   20,438
                                                                  ------------

                                                                       35,231
                                                                  ------------

RETAIL (APPAREL)--1.0%

                   415,000  Dress Barn, Inc.(1)                        10,427
                                                                  ------------

RETAIL (GENERAL MERCHANDISE)--2.2%

                   955,000  Family Dollar Stores, Inc.                 22,442
                                                                  ------------

RETAIL (SPECIALTY)--1.5%

                   600,000  Action Performance Cos. Inc.(1)            15,300
                                                                  ------------

TOTAL COMMON STOCKS--95.0%                                            970,396
                                                                  ------------

   (Cost $768,868)


Principal Amount             ($ in Thousands)                    Value
- --------------------------------------------------------------------------------

TEMPORARY CASH INVESTMENTS

    $200 par value FHLB Discount Notes,
        5.50%, 11/3/97(3)                                       $         200


    Repurchase Agreement, Merrill Lynch & Co., 
        Inc.,  (U.S. Treasury obligations), in 
        a joint trading  account at 5.60%, dated 
        10/31/97, due 11/3/97 (Delivery value $50,424)                 50,400
                                                           ---------------------


TOTAL TEMPORARY CASH INVESTMENTS--5.0%                                   50,600
                                                           ---------------------

   (Cost $50,600)


TOTAL INVESTMENT SECURITIES--100.0%                                  $1,020,996
                                                           =====================

   (Cost $819,468)

NOTES TO SCHEDULE OF INVESTMENTS

ADR = American Depositary Receipt

FHLB = Federal Home Loan Bank

(1) Non-income producing.

(2) Affiliated  Company:  represents  ownership  of at  least  5% of the  voting
    securities of the issuer and is,  therefore,  an affiliate as defined in the
    Investment Company Act of 1940. (See Note 4 in Notes to Financial Statements
    for a summary of  transactions  for each issuer which is or was an affiliate
    at or during the year ended October 31, 1997.)

(3) Rate disclosed is the yield to maturity at purchase.

See Notes to Financial Statements


     ANNUAL REPORT                               SCHEDULE OF INVESTMENTS       9


                      STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 1997

 ASSETS                    ($ and Shares in Thousands, Except Per-Share Amounts)

Investment securities, at value
(identified cost of $819,468) (Note 3 and Note 4) .............       $1,020,996

Cash ..........................................................              723

Receivable for investments sold ...............................           30,205

Dividends and interest receivable .............................               39
                                                                      ----------

                                                                       1,051,963
                                                                      ----------


 LIABILITIES

Disbursements in excess of demand deposit cash ................               50

Payable for investments purchased .............................           27,235

Payable for capital shares redeemed ...........................               96

Accrued management fees (Note 2) ..............................              942
                                                                      ----------

                                                                          28,323
                                                                      ----------

Net Assets ....................................................       $1,023,640
                                                                      ==========


 CAPITAL SHARES, $0.01 PAR VALUE

Authorized ....................................................          200,000
                                                                      ==========

Outstanding ...................................................           40,206
                                                                      ==========

Net Asset Value Per Share .....................................       $    25.46
                                                                      ==========


 NET ASSETS CONSIST OF:

Capital (par value and paid in surplus) .......................       $  793,111

Accumulated undistributed net
realized gain on investment transactions ......................           29,001

Net unrealized appreciation on investments (Note 3) ...........          201,528
                                                                      ----------

                                                                      $1,023,640
                                                                      ==========

See Notes to Financial Statements


10   STATEMENT OF ASSETS AND LIABILITIES           AMERICAN CENTURY INVESTMENTS


                            STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 1997

 INVESTMENT INCOME                                            ($ in Thousands)

Income:

Interest .......................................................       $  1,954

Dividends ......................................................            417
                                                                       --------

                                                                          2,371
                                                                       --------

Expenses (Note 2):

Management fees ................................................          9,053

Directors' fees and expenses ...................................              8
                                                                       --------

                                                                          9,061
                                                                       --------

Net investment loss ............................................         (6,690)
                                                                       --------

 REALIZED AND UNREALIZED GAIN

 ON INVESTMENTS (NOTE 3)

Net realized gain on investments ...............................         30,092

Change in net unrealized appreciation on investments ...........          4,921
                                                                       --------

Net realized and unrealized gain
on investments .................................................         35,013
                                                                       --------

Net Increase in Net Assets
Resulting from Operations ......................................       $ 28,323
                                                                       ========

See Notes to Financial Statements


ANNUAL REPORT                                      STATEMENT OF OPERATIONS    11


                      STATEMENTS OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 1997 AND OCTOBER 31, 1996

Increase in Net Assets                                       1997         1996

 OPERATIONS  ($ and Shares in Thousands)

Net investment loss ........................      $    (6,690)      $    (5,739)

Net realized gain on investments ...........           30,092            25,992

Change in net unrealized
 appreciation on investments ...............            4,921            51,469
                                                  -----------       -----------

Net increase in net assets
 resulting from operations .................           28,323            71,722
                                                  -----------       -----------

 DISTRIBUTIONS TO SHAREHOLDERS

From net realized gains on
 investment transactions ...................          (27,032)          (48,106)
                                                  -----------       -----------

 CAPITAL SHARE TRANSACTIONS

Proceeds from shares sold ..................          144,894           242,811

Proceeds from reinvestment of
 distributions .............................           27,026            48,106

Payments for shares redeemed ...............          (15,321)           (9,895)
                                                  -----------       -----------


Net increase in net assets
from capital share transactions ............          156,599           281,022
                                                  -----------       -----------


Net increase in net assets .................          157,890           304,638

 NET ASSETS

Beginning of year ..........................          865,750           561,112
                                                  -----------       -----------

End of year ................................      $ 1,023,640       $   865,750
                                                  -----------       -----------


 TRANSACTIONS IN SHARES OF THE FUND

Sold .......................................            6,139            10,014

Issued in reinvestment of
 distributions .............................            1,126             2,075

Redeemed ...................................             (631)             (413)
                                                  -----------       -----------


Net increase ...............................            6,634            11,676
                                                  ===========       ===========

See Notes to Financial Statements


12    STATEMENTS OF CHANGES IN NET ASSETS           AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

1. ORGANIZATION AND SUMMARY OF  SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION--American  Century  Mutual  Funds,  Inc. (the  Corporation)  is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management  investment  company.  American Century - Twentieth  Century Giftrust
(the Fund) is one of the thirteen series of funds issued by the Corporation. The
Fund's investment  objective is to seek capital growth by investing primarily in
common stocks. The following significant accounting policies related to the Fund
are in accordance with accounting  policies generally accepted in the investment
company industry.

    SECURITY  VALUATIONS--Portfolio  securities  traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded or a principal securities exchange are valued through valuations obtained
from a  commercial  pricing  service  or at the mean of the most  recent bid and
asked prices.  When valuations are not readily available,  securities are valued
at fair value as determined in accordance with  procedures  adopted by the Board
of Directors.

    SECURITY  TRANSACTIONS--Security  transactions are accounted for on the date
purchased  or  sold.  Net  realized  gains  and  losses  are  determined  on the
identified cost basis, which is also used for federal income tax purposes.

    INVESTMENT  INCOME--Dividend  income less foreign taxes withheld (if any) is
recorded as of the ex-dividend date.  Interest income is recorded on the accrual
basis and includes amortization of discounts and accretion of premiums.

    REPURCHASE  AGREEMENTS--The  Fund may enter into repurchase  agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost.  The  Fund  requires  that  the  securities   purchased  in  a  repurchase
transaction be transferred to the custodian in a manner sufficient to enable the
Fund to obtain those  securities in the event of a default under the  repurchase
agreement.  ACIM  monitors,  on a  daily  basis,  the  value  of the  securities
transferred to ensure the value,  including accrued interest,  of the securities
under each repurchase  agreement is equal to or greater than amounts owed to the
Fund under each repurchase agreement.

    JOINT  TRADING  ACCOUNT--Pursuant  to  an  Exemptive  Order  issued  by  the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase  agreements that are  collateralized  by U.S.
Treasury or Agency obligations.

    INCOME TAX  STATUS--It is the policy of the Fund to  distribute  all taxable
income and capital gains to shareholders and to otherwise qualify as a regulated
investment  company under provisions of the Internal Revenue Code.  Accordingly,
no provision has been made for federal income taxes.

    DISTRIBUTIONS TO SHAREHOLDERS--Distributions to shareholders are recorded on
the ex-dividend date.  Distributions from net investment income and net realized
gains are declared and paid annually.

    The  character  of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal  income tax purposes.  These  differences  are due to differences in the
recognition  of  income  and  expense  items  for  financial  statement  and tax
purposes.

    ADDITIONAL  INFORMATION--Certain  officers and directors of the  Corporation
are also officers and/or directors, and, as a group, controlling stockholders of
American Century  Companies,  Inc., the parent of the  Corporation's  investment
manager,  ACIM,  the  Corporation's  distributor,  American  Century  Investment
Services,  Inc., and the Corporation's transfer agent, American Century Services
Corporation.

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the reported  amounts of increases  and decreases in net assets
from operations  during the reporting  period.  Actual results could differ from
those estimates.


ANNUAL REPORT                             NOTES TO FINANCIAL STATEMENTS       13


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997
- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

    The  Corporation  has entered  into a  Management  Agreement  with ACIM that
provides the Fund with investment  advisory and management  services in exchange
for a single, unified fee. The Agreement provides that all expenses of the Fund,
except brokerage commissions,  taxes, interest,  expenses of those directors who
are not considered "interested persons" as defined in the Investment Company Act
of 1940 (including  counsel fees) and  extraordinary  expenses,  will be paid by
ACIM.  The fee is computed  daily and paid monthly  based on the Fund's  average
daily closing net assets during the previous  month.  The annual  management fee
for the Fund is 1.00%.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

    Purchases  and sales of common  stock for the year ended  October 31,  1997,
were  $1,148,789,791 and $1,019,815,019,  respectively.  As of October 31, 1997,
accumulated net unrealized  appreciation on investments was $199,833,539,  based
on the aggregate  cost of  investments  of  $821,162,336  for federal income tax
purposes,  which  consisted  of  unrealized  appreciation  of  $225,033,201  and
unrealized depreciation of $25,199,662.

- --------------------------------------------------------------------------------
4. AFFILIATED COMPANY TRANSACTIONS

  A summary of  transactions  for each issuer which is or was an affiliate at or
during the year ended October 31, 1997, follows:
<TABLE>
                                                                                       October 31, 1997
                                       Share                           Realized
                                      Balance    Purchase      Sales     Gain         Share        Market
                                    10/31/1996     Cost        Cost     (Loss)       Balance        Value

 ISSUER(1)                                                        ($ in Thousands)

<S>                                   <C>       <C>          <C>        <C>          <C>           <C>  
ACT Networks, Inc.                         -    $ 11,990     $11,990    $ (6,184)           -            -

Advanced Digital Information Corp.         -       7,599       7,599       1,123            -            -

DONCASTERS plc ADR                         -       9,545          22          11      498,900     $ 13,439

HCIA                                 100,000      17,499      19,210     (10,224)           -            -

NBTY, Inc.                           875,000       4,314      17,002       5,907            -            -

PAREXEL International Corp.          310,000       4,472       9,120       3,962      440,000(2)    15,840

RadiSys Corp.                        541,000           -      23,889      (5,423)           -            -

Spine-Tech, Inc.                     190,000      17,908       5,574      (1,111)     510,000       15,842

Teledata Communications                    -      13,412           -           -      612,000       18,857

Trico Marine Services, Inc.                -      20,422           -           -      890,000(2)    32,819
                                                ---------   ---------   ---------                 --------

                                                $107,161     $94,406    $(11,939)                 $96,797
                                                =========   =========   =========                 ========
</TABLE>
- ----------
(1) None of the securities produced income during the period.

(2) Includes  adjustments  for shares  received  from stock split  and/or  stock
    spinoff during the period.


14    NOTES TO FINANCIAL STATEMENTS                 AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                   GIFTRUST

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

                                          1997            1996            1995          1994        1993

 PER-SHARE DATA
<S>                                    <C>             <C>              <C>             <C>        <C>   
Net Asset Value,
Beginning of Year ................   $     25.79       $   25.63       $   20.50       $ 19.23     $ 13.57
                                     -----------       ---------       ---------       -------     -------

Income From Investment Operations

  Net Investment Loss ............         (0.18)(1)       (0.20)(1)       (0.16)(1)     (0.10)      (0.09)

  Net Realized and Unrealized Gain
  on Investment Transactions .....          0.63            2.46            6.37          3.28        7.18
                                     -----------       ---------       ---------       -------     -------

  Total From
  Investment Operations ..........          0.45            2.26            6.21          3.18        7.09
                                     -----------       ---------       ---------       -------     -------

Distributions

  From Net Realized Gains on
  Investment Transactions ........         (0.78)          (2.10)          (1.08)        (1.91)      (1.42)

  In Excess of
  Net Realized Gains .............          --              --              --            --         (0.01)
                                     -----------       ---------       ---------       -------     -------

  Total Distributions ............         (0.78)          (2.10)          (1.08)        (1.91)      (1.43)
                                     -----------       ---------       ---------       -------     -------

Net Asset Value, End of Year .....   $     25.46       $   25.79       $   25.63       $ 20.50     $ 19.23
                                     ===========       =========       =========       =======     =======

  Total Return(2) ................          1.95%           9.72%          32.52%        18.75%      55.84%


 RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ............          1.00%           0.98%           0.98%         1.00%       1.00%

Ratio of Net Investment Loss
to Average Net Assets ............         (0.74)%         (0.80)%         (0.70)%       (0.70)%     (0.70)%

Portfolio Turnover Rate ..........           118%            121%            105%          115%        143%

Average Commission Paid per Share
of Equity Security Traded ........   $    0.0278       $  0.0230       $  0.0260         --(3)       --(3)

Net Assets, End
of Year (in millions) ............   $     1,024       $     866       $     561       $   266     $   154
</TABLE>
- ----------

(1) Computed using average shares outstanding throughout the period.

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.

(3) Disclosure of average  commission  paid per share of equity  security traded
    was not required prior to the year ended October 31, 1995.

See Notes to Financial Statements


ANNUAL REPORT                                       FINANCIAL HIGHLIGHTS      15


                         INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,

American Century Mutual Funds, Inc:

  We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of investments,  of American Century - Twentieth  Century
Giftrust Fund (the "Fund"),  one of the funds comprising American Century Mutual
Funds,  Inc.  (formerly  Twentieth Century  Investors,  Inc.), as of October 31,
1997, and the related statements of operations and changes in net assets for the
year then ended,  and the financial  highlights  for the year then ended.  These
financial  statements and the financial highlights are the responsibility of the
Fund's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial  statements  and the  financial  highlights  based on our  audit.  The
financial  statements  and the financial  highlights of the Fund for each of the
years in the  four-year  period  ended  October 31,  1996 were  audited by other
auditors whose report, dated November 20, 1996, expressed an unqualified opinion
on those statements and financial highlights.


  We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1997 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.


  In our opinion,  such financial  statements and financial  highlights  present
fairly,  in all material  respects,  the financial  position of American Century
Twentieth  Century  Giftrust  Fund as of October  31,  1997,  the results of its
operations,  the changes in its net assets, and the financial highlights for the
year then ended in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
November 26, 1997


16    INDEPENDENT AUDITORS' REPORT                  AMERICAN CENTURY INVESTMENTS


                             PROXY VOTING RESULTS

    An annual meeting of shareholders  was held on July 30, 1997, to vote on the
following  proposals.  All of the  proposals  received the required  majority of
votes and were adopted.

    A summary of voting results is listed below each proposal.

PROPOSAL 1:

To elect a Board of  Directors  of nine  members to hold  office for the ensuing
year or until their successors are elected and qualified.

James E. Stowers, Jr.
       For:                                36,589,339
       Withheld:                            1,961,371

James E. Stowers III
       For:                                36,594,419
       Withheld:                            1,956,291

Thomas A. Brown
       For:                                36,669,506
       Withheld:                            1,881,204

Robert W. Doering, M.D.
       For:                                36,599,675
       Withheld:                            1,951,035

D.D. (Del) Hock
       For:                                36,645,913
       Withheld:                            1,904,797

Linsley L. Lundgaard
       For:                                36,601,692
       Withheld:                            1,949,018

Donald H. Pratt
       For:                                36,669,601
       Withheld:                            1,881,109

Lloyd T. Silver, Jr.
       For:                                36,633,839
       Withheld:                            1,916,871

M. Jeannine Strandjord
       For:                                36,661,633
       Withheld:                            1,889,077

PROPOSAL 2:

To vote on approval of a Management  Agreement with American Century  Investment
Management, Inc.

   For:                                   34,829,310
   Against:                                3,213,768
   Abstain:                                  505,086
   Broker Non-Vote:                            2,546

PROPOSAL 3:

To vote on the  selection  by the Board of Directors of Deloitte & Touche LLP as
independent auditors for the Corporation.

   For:                                   35,481,671
   Against:                                2,596,761
   Abstain:                                  472,278

PROPOSAL 4:

To vote on the adoption of standardized investment limitations for the following
items:

* Eliminate the fundamental investment limitation concerning diversification of
investments.

   For:                                   33,286,998
   Against:                                4,487,111
   Abstain:                                  774,055
   Broker Non-Vote:                            2,546

* Amend the fundamental investment limitation concerning the issuance of senior
securities.

   For:                                   33,279,836
   Against:                                4,494,273
   Abstain:                                  774,055
   Broker Non-Vote:                            2,546

* Amend the fundamental investment limitation concerning borrowing.

   For:                                   33,136,804
   Against:                                4,637,305
   Abstain:                                  774,055
   Broker Non-Vote:                            2,546


ANNUAL REPORT                                      PROXY VOTING RESULTS       17


                             PROXY VOTING RESULTS

* Amend the fundamental investment limitation concerning lending.

   For:                                   33,151,141
   Against:                                4,622,968
   Abstain:                                  774,055
   Broker Non-Vote:                            2,546

* Amend  the  fundamental  investment  limitation  concerning  concentration  of
investments in a particular industry.

   For:                                   33,238,669
   Against:                                4,535,440
   Abstain:                                  774,055
   Broker Non-Vote:                            2,546

* Eliminate the fundamental investment limitation regarding investments in
illiquid securities.

   For:                                   33,252,358
   Against:                                4,521,751
   Abstain:                                  774,055
   Broker Non-Vote:                            2,546

* Eliminate the fundamental limitation concerning investment in other investment
companies.

   For:                                   33,282,721
   Against:                                4,491,573
   Abstain:                                  773,870
   Broker Non-Vote:                            2,546

* Amend the fundamental investment limitation concerning investments in real
estate.

   For:                                   33,309,664
   Against:                                4,464,630
   Abstain:                                  773,870
   Broker Non-Vote:                            2,546

* Amend the fundamental investment limitation concerning underwriting.

   For:                                   33,305,151
   Against:                                4,468,958
   Abstain:                                  774,055
   Broker Non-Vote:                            2,546

* Amend the fundamental investment limitation concerning commodities.

   For:                                   33,241,424
   Against:                                4,532,870
   Abstain:                                  773,870
   Broker Non-Vote:                            2,546

* Eliminate the fundamental  limitation  concerning  investments in issuers with
less than three years of continuous operations.

   For:                                   33,331,005
   Against:                                4,442,590
   Abstain:                                  774,569
   Broker Non-Vote:                            2,546

* Eliminate the fundamental limitation concerning short sales.

   For:                                   33,249,188
   Against:                                4,524,407
   Abstain:                                  774,569
   Broker Non-Vote:                            2,546

* Eliminate the fundamental investment limitation concerning margin purchases of
securities.

   For:                                   33,245,196
   Against:                                4,528,399
   Abstain:                                  774,569
   Broker Non-Vote:                            2,546


18      PROXY VOTING RESULTS                        AMERICAN CENTURY INVESTMENTs


                                     NOTES

ANNUAL REPORT                                                     NOTES       19


                            BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY AND POLICIES

    The  Twentieth  Century  Group  offers ten equity  funds that  invest in the
stocks  of  growing  companies,  both  domestically  and  internationally.   The
philosophy  behind  these growth funds  focuses on three  important  principles.
First, the funds seek to own successful companies, which we define as those with
growing  earnings  and  revenues.  Second,  we attempt  to keep the funds  fully
invested,  regardless of short-term  market activity.  Experience has shown that
market  gains  can  occur  in  unpredictable   spurts  and  that  missing  those
opportunities can  significantly  limit the potential for gain. Third, the funds
are managed by teams,  rather  than by one "star." We believe  this allows us to
make better, more consistent management decisions.

    In addition to these principles, each fund has its own investment policies.

    TWENTIETH  CENTURY  GIFTRUST  generally  invests in the  securities of small
companies that exhibit accelerating growth. Shares of Giftrust can be given only
as a gift, and all investments must remain in the fund for a minimum of 10 years
or until the recipient reaches the age of majority, whichever is later. The fund
is subject to significant  price  volatility  but offers high  long-term  growth
potential.

COMPARATIVE INDICES

    The  following  indices are used in the report to serve as fund  performance
comparisons. They are not investment products available for purchase.

    The S&P 500 is a capitalization-weighted index of the stocks of 500 publicly
traded  U.S.  companies  that are  considered  to be leading  firms in  dominant
industries.  Created by Standard & Poor's Corporation,  it is considered to be a
broad measure of U.S. stock market performance.

    The S&P MIDCAP 400 is a  capitalization-weighted  index of the stocks of the
400 largest  leading  U.S.  companies  not  included in the S&P 500.  Created by
Standard & Poor's Corporation,  it is considered to represent the performance of
mid-cap stocks generally.

    The RUSSELL 2000 INDEX was created by the Frank Russell Company. It measures
the performance of the 2,000 smallest of the 3,000 largest  publicly-traded U.S.
companies,  based on total market  capitalization.  The Russell 2000  represents
approximately 10% of the total market capitalization of the top 3,000 companies.
The index is  further  broken  down into two  mutually  exclusive  indices.  The
RUSSELL 2000 GROWTH  INDEX,  used in this report,  measures the  performance  of
those  Russell  2000  companies  with  higher  price-to-book  ratios  and higher
forecasted growth rates.

- --------------------------------------------------------------------------------
 INVESTMENT TEAM LEADERS
- --------------------------------------------------------------------------------
     Portfolio Managers    Glenn Fogle
                           John Seitzer
- --------------------------------------------------------------------------------

20    BACKGROUND INFORMATION                       AMERICAN CENTURY INVESTMENTS


                                   GLOSSARY

RETURNS

    TOTAL RETURN  figures show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

    AVERAGE ANNUAL RETURNS illustrate the annually compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on page 15.


PORTFOLIO STATISTICS

    NUMBER OF COMPANIES-- the number of different  companies held by a fund on a
given date.

    PRICE/EARNINGS  (P/E)  RATIO--  a  stock  value  measurement  calculated  by
dividing a company's  stock  price by its  earnings  per share,  with the result
expressed  as a multiple  instead  of as a  percentage.  (Earnings  per share is
calculated  by  dividing  the  after-tax   earnings  of  a  corporation  by  its
outstanding shares.)

    PORTFOLIO TURNOVER-- the percentage of a fund's investment portfolio that is
replaced during a given time period, usually a year. Actively managed portfolios
tend to have higher  turnover than passively  managed  portfolios  such as index
funds.

    EXPENSE  RATIO--  the  operating  expenses  of  the  fund,  expressed  as  a
percentage  of  average  net  assets.  Shareholders  pay  an  annual  fee to the
investment manager for investment advisory and management services. The expenses
and fees are deducted from fund income, not from each shareholder account.  (See
Note 2 in the Notes to Financial Statements.)

TYPES OF STOCKS

    BLUE-CHIP  STOCKS--  stocks of the most  established  companies  in American
industry.   They  are  generally  large,   fairly  stable  companies  that  have
demonstrated  consistent  earnings and usually have long-term growth  potential.
Examples include General Electric and Coca-Cola.

    CYCLICAL STOCKS-- generally considered to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of  automobile  manufacturers,  steel  producers  and textile
operators.

    GROWTH  STOCKS--  stocks of companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare and consumer staples companies.

    LARGE-CAPITALIZATION  ("LARGE-CAP")  STOCKS--  generally  considered  to  be
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

    MEDIUM-CAPITALIZATION ("MID-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of between $1 billion and $5  billion.  These tend to be the
stocks that make up the S&P MidCap 400.

    SMALL-CAPITALIZATION  ("SMALL-CAP")  STOCKS--  generally  considered  to  be
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 Index.

    VALUE STOCKS-- generally  considered to be stocks that are purchased because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.


STATISTICAL TERMINOLOGY

    PRICE/BOOK  RATIO-- a stock  value  measurement  calculated  by  dividing  a
company's stock price by its book value per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Book value per share is calculated by
subtracting a company's liabilities from its assets, then dividing that value by
the number of outstanding shares.)



ANNUAL REPORT                                                  GLOSSARY       21

[american century logo]
American
Century(reg.sm)

P.O. BOX 419200 
KANSAS CITY, MISSOURI 
64141-6200

INVESTOR SERVICES:  
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:  
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:   
1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS, INC.


INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI


THIS REPORT AND THE FINANCIAL  STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR THE
GENERAL  INFORMATION  OF OUR  SHAREHOLDERS.  THE  REPORT IS NOT  AUTHORIZED  FOR
DISTRIBUTION  TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED OR  ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.


AMERICAN CENTURY INVESTMENT SERVICES, INC.


9712           [recycled logo]
SH-BKT-10465      Recycled
<PAGE>
                                     ANNUAL

                                     REPORT

                            [american century logo]
                                    American
                                Century(reg.sm)

                                OCTOBER 31, 1997

                                    AMERICAN
                                     CENTURY
                                      GROUP

                                    Balanced


                               TABLE OF CONTENTS

Report Highlights ........................................................... 1
Our Message to You .......................................................... 2
Market Perspective .......................................................... 3
Performance & Portfolio Information ......................................... 4
Management Q & A ............................................................ 5
Schedule of Investments ..................................................... 8
Statement of Assets and Liabilities .........................................13
Statement of Operations .....................................................14
Statements of Changes in Net Assets .........................................15
Notes to Financial Statements ...............................................16
Financial Highlights ........................................................19
Independent Auditors' Report ................................................21
Proxy Voting Results ........................................................22
Share Class and Retirement Account
Information .................................................................25
Background Information
           Investment Philosophy and Policies ...............................28
           Comparative Indices ..............................................28
           Investment Team Leaders ..........................................28
Glossary ....................................................................29

       American Century  Investments  offers you nearly 70 fund choices covering
stocks,  bonds,  money markets,  specialty  investments and blended  portfolios.
We've organized our funds into three distinct groups,  based on investment style
and objectives, to help simplify your fund decisions. These groups appear below.

                 AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                American Century       Twentieth Century(reg. tm)
     Group(reg. tm)                 Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
                                   Balanced

We welcome your comments or questions about this report.

See the back cover for ways to contact us by mail, phone or e-mail.

Twentieth  Century and American Century are registered marks of American Century
Services  Corporation.  Benham Group is a registered  mark of Benham  Management
Corporation.


                                                   AMERICAN CENTURY INVESTMENTS


                               REPORT HIGHLIGHTS

MARKET PERSPECTIVE

*   We are in the midst of the third-longest  economic expansion since World War
    II. This expansion is unique because there are so few signs of inflation.

*   Returns for the period show that stocks  clearly  benefited  from  favorable
    economic  conditions,  but the ride wasn't smooth. The U.S. stock market hit
    significant potholes in March, August and October.

*   A  handful  of  large,  multinational  companies  continued  their  two-year
    dominance of the stock  market until  August,  when  Coca-Cola  and Gillette
    announced earnings disappointments.

*   October saw another  stock market  reversal as investors  reacted to news of
    currency devaluations across Southeast Asia.

*   U.S.  bonds  provided  solid  returns  for the period,  ranging  from 6% for
    two-year Treasury notes to over 13% for 30-year Treasury bonds.

*   Looking  ahead,  we don't think strong growth and low inflation can continue
    to co-exist  harmoniously.  Under normal circumstances we'd be preparing for
    higher inflation, but overseas turmoil could put a damper on growth.

                                   BALANCED
                               INVESTOR CLASS(1)
TOTAL RETURNS:                                               AS OF 10/31/97
     6 Months                                                    14.14%(2)
     1 Year                                                      16.34%
NET ASSETS:                                                 $926.1 million
     (AS OF 10/31/97)
INCEPTION DATE:                                                 10/20/88
TICKER SYMBOL:                                                   TWBIX

(1) See Share Classes, page 25.

(2) Not annualized.

MANAGEMENT Q & A

*   Balanced rebounded strongly from a disappointing  first six months to post a
    solid return for the fiscal year.

*   The  biggest  rebound  occurred  in  the  fund's  stock   portfolio,   which
    outperformed  the  S&P  500 in the  second  half of the  fiscal  year  after
    significantly underperforming it during the first half.

*   In the second half, the stock portfolio  benefited from the same smaller-cap
    stocks that hurt it in the first half.  Pharmaceutical  and energy  services
    companies provided much of the backbone for the recovery.

*   The bond portfolio also enjoyed stronger  performance during the second half
    of the period.  Bonds  benefited  from falling  interest  rates as inflation
    remained low despite strong economic growth.

*   We kept the bond  portfolio's  interest  rate  sensitivity  close to neutral
    because  of  interest  rate  uncertainty.  We  focused  on  adding  value by
    investing  in  corporate   bonds,   mortgage-backed   securities  and  other
    asset-backed securities that offered attractive yields.

Many of the investment  terms in this report are defined in the Glossary on page
29.


ANNUAL REPORT                                     REPORT HIGHLIGHTS       1


                              OUR MESSAGE TO YOU

           [photo of James E. Stowers, Jr. and James E. Stowers III]

    The stock  market's  bull run  continued  in 1997,  though  there were a few
stumbles. The volatility we experienced at the end of the Balanced fund's fiscal
year helped demonstrate the benefits of a risk-adjusted  investment approach. As
we would  expect in an equity  bull  market,  the  fund's  16.34%  total  return
(Investor  Class  shares)  for the period  trailed  most  stocks,  but  Balanced
provided a smoother  ride than most stock  investors  experienced.  For example,
during August,  when the S&P 500 fell 5.75%,  Balanced's  decline was 3.22%.  In
October,  when the S&P 500 fell 3.45%,  Balanced  fell just  1.76%.  We are very
pleased that Balanced met its investment objectives during a volatile period.

    As a  company,  we are  taking  steps to  further  strengthen  the range and
quality of investment  services we can provide to you. We announced in July that
J.P. Morgan had agreed to become a significant  minority shareholder of American
Century  Companies,  Inc.  J.P.  Morgan has been in  business  for more than 150
years, serving institutions,  governments and individuals with complex financial
needs.

    Within the  framework of the proposed  relationship,  American  Century will
continue to operate as an independent  company.  Our corporate  management  team
will remain the same,  and the Stowers  family will retain voting control of the
company.  No changes in your fund's  investment  managers,  policies or fees are
anticipated as a result of this transaction.

    Another  step we took was to begin to  address  the year  2000  problem.  As
detailed in numerous news reports,  many of the world's  computer systems are at
risk because they cannot distinguish  between the years 2000 and 1900. A team of
computer  professionals  is  reviewing  each of American  Century's  systems and
programs to identify  and fix those that could  cause  problems.  Our goal is to
have all of our computer  systems and programs 100%  year-2000  compliant by the
end of 1998.

    On a more personal note, 1998 will be a landmark year for another reason. It
marks 40 years since we launched our first two funds,  Twentieth  Century Growth
and  Twentieth  Century  Select.  Not many fund  companies  have a 40-year track
record,  nor have many built a fund  family  that  consists  of nearly 70 stock,
bond,  money market and  diversified  funds to help you achieve  your  financial
goals.

    We're proud of the investment  opportunities  and services we can offer you,
and we're looking forward to adding many more distinctive  products for your use
in the coming years.

Sincerely,

/s/James E. Stowers, Jr.                  /s/James E. Stowers III
James E. Stowers, Jr.                     James E. Stowers III
Chairman of the Board and Founder         Chief Executive Officer


2      OUR MESSAGE TO YOU                     AMERICAN CENTURY INVESTMENTS


                              MARKET PERSPECTIVE

[line graph - data below]

MARKET PERFORMANCE MEASUREMENTS
Comparative growth of $1.00 for the year ended October 31, 1997

                          LEHMAN        INTERMEDIATE
         S&P 500      BLENDED INDEX   GOVT/CORP BOND INDEX
Oct-96    $1.00           $1.00           $1.00
Nov-96    $1.07           $1.05           $1.01
Dec-96    $1.06           $1.04           $1.01
Jan-97    $1.12           $1.08           $1.01
Feb-97    $1.13           $1.08           $1.01
Mar-97    $1.08           $1.05           $1.01
Apr-97    $1.15           $1.10           $1.02
May-97    $1.21           $1.14           $1.03
Jun-97    $1.27           $1.18           $1.04
Jul-97    $1.37           $1.25           $1.06
Aug-97    $1.29           $1.20           $1.05
Sep-97    $1.37           $1.25           $1.06
Oct-97    $1.32           $1.22           $1.07

Comparative one-year returns for the year ended October 31, 1997
      S&P 500                                          32.10%
      Blended Index                                    22.26%
      Lehman Intermediate Govt/Corp Bond Index         7.49%
      SOURCE: LIPPER ANALYTICAL SERVICES, INC.

LOW INFLATION,  STRONG GROWTH

    The latest U.S.  economic  expansion  reached 80 months on October 31, 1997,
making it the third  longest  since  World War II. The longest was 106 months in
the 1960s,  followed  by 92 months in the 1980s.  What  differentiates  the '90s
expansion  from  those in the '60s and '80s is low  inflation,  with an  average
annual rate of just over 2% during the '90s.  Wage pressure,  a key component of
inflation,  hasn't materialized  despite the lowest unemployment rates since the
early 1970s. Corporate  restructurings and technological advances have increased
productivity more rapidly than the demand for labor.

    The absence of  inflationary  pressure has helped keep  interest  rates low,
reducing corporate borrowing costs. As a result, corporate profit margins are at
their highest levels since the late 1960s, boosting the U.S. economy. It grew at
a torrid 4.9% annual pace in the first quarter of 1997, the strongest quarter in
more than nine  years.  Growth in the second and third  quarters  remained  very
strong, at an annual rate of 3.3%.

U.S. STOCK MARKET

    U.S. stock performance, represented by the S&P 500 in the accompanying graph
and table,  reflected  the U.S.  economy's  strong  growth during the year ended
October 31, 1997. The ride was not smooth, however, with sizeable dips in March,
August and  October,  which show up  clearly  in the graph  above.  A handful of
large,  multinational  companies continued their two-year dominance of the stock
market  until   August,   when   Coca-Cola  and  Gillette   announced   earnings
disappointments.  Other large  companies  followed  with similar  announcements,
causing  the S&P 500 to drop 5.8% for the  month.  Stock  prices  resumed  their
upward move in September, but October saw another reversal as the market reacted
to news of currency  devaluations across Southeast Asia. Those devaluations sent
stocks plummeting in such emerging markets as Thailand,  Malaysia and Singapore.
U.S. investors' attention increased when the panic selling reached Hong Kong and
European  markets.  The S&P 500  dropped  3.5% in  October  amid  fears that the
sell-off  overseas  would  translate  into  reduced  corporate  profits for U.S.
multinational companies in 1998.

U.S. BOND MARKET

    U.S.  bonds provided  solid returns for the year.  Bonds  benefited from low
inflation,  stock market turmoil and other  favorable  supply and demand factors
that caused  yields to fall and prices to rise.  In the Treasury  market,  total
returns ranged from 6% for two-year  notes to over 13% for 30-year  bonds.  Bond
supply  fell and  demand  rose due to the  narrowing  U.S.  budget  deficit  and
increased   appetite  for  high-quality  debt  from  both  overseas  and  equity
investors.  The shrinking  federal budget deficit  allowed the U.S.  Treasury to
reduce its bond issuance to finance government debt, which reduced the supply of
fixed-income securities. On the demand side, investors turned to U.S. bonds as a
safe haven from  equity-market  volatility  and for their high  "real"  interest
rates  (nominal  interest  rates  minus  inflation).  U.S.  interest  rates were
generally  higher than foreign  rates as rates fell in Europe and parts of Asia,
and remained low in Japan.


ANNUAL REPORT                                    MARKET PERSPECTIVE       3


<TABLE>
<CAPTION>
                      PERFORMANCE & PORTFOLIO INFORMATION

 TOTAL RETURNS AS OF OCTOBER 31, 1997(1)
                                                                                AVERAGE ANNUAL RETURNS
                                         6 MONTHS         1 YEAR        3 YEARS        5 YEARS       LIFE OF FUND
- --------------------------------------------------------------------------------------------------------------------------------

INVESTOR CLASS (inception 10/20/88)

<S>                                       <C>             <C>            <C>            <C>           <C>   
   Balanced ............................. 14.14%          16.34%         15.58%         11.69%        12.66%
   Blended Index ........................ 11.36%          22.26%         19.93%         14.57%        13.77%(2)
- --------------------------------------------------------------------------------------------------------------------------------

ADVISOR CLASS (inception 1/6/97)

   Balanced                               14.07% .................................................... 13.42%
   Blended Index                          11.36% .................................................... 13.31%(3)
- ----------
</TABLE>

(1) Returns for periods less than one year are not annualized.

(2) Return from 10/31/88,  the date nearest the class'  inception for which data
are available.

(3) Return from  1/31/97,  the date nearest the class'  inception for which data
are available.

See pages 25, 28 and 29 for more  information  about share classes,  the Blended
Index and returns.

[mountain graph - data below]

GROWTH OF $10,000 OVER LIFE OF FUND (Investor Class)

$10,000 investment 10/31/88*

                  BALANCED        BLENDED INDEX
10/31/88          $10,000           $10,000
10/31/89          $12,095           $12,005
10/31/90          $11,841           $11,764
10/31/91          $16,924           $14,766
10/31/92          $17,032           $16,237
10/31/93          $19,356           $18,363
10/31/94          $19,177           $18,692
10/31/95          $22,314           $22,740
10/31/96          $25,448           $26,897
10/31/97          $29,607           $33,651

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original  cost.  Data quoted is for Investor Class only;  performance  for other
classes will vary due to  differences  in fee  structure  (see the Total Returns
table above).

The line representing  Balanced's total return includes operating expenses (such
as transaction  costs and management fees) that reduce returns,  while the total
return line of the Blended Index does not.

*10/31/88 is the date closest to Investor Class  inception for which  comparable
performance data exists. The class' actual inception date is 10/20/88.

[pie charts]

ASSET ALLOCATION (as of October 31, 1997)

Common Stocks                          58%
Corporate Bonds                        24%
U.S. Treasury Securities                7%
Mortgage- & Asset-Backed Securities     6%
Other                                   5%


4        PERFORMANCE & PORTFOLIO INFORMATION        AMERICAN CENTURY INVESTMENTS


                               MANAGEMENT Q & A

    An interview with Bruce Wimberly and Jeff Houston, portfolio managers on the
Balanced fund investment team.

    Note:  All fund returns  referenced in this interview are for Investor Class
shares.

HOW DID THE FUND PERFORM?

    Balanced  rebounded  dramatically  from a disappointing  first six months to
post a solid  16.34%  return for the fiscal year ended  October 31,  1997.  This
return  represents  the  combined  performance  of the  fund's  stock  and  bond
portfolios.  Stocks represent  approximately 60% of the fund's assets, while the
remaining  assets are invested in bonds.  Balanced's  mix of stocks and bonds is
designed to provide  investors with long-term  growth and less  volatility  than
funds that are 100% invested in growth stocks.

HOW DID THE FUND'S STOCK PORTFOLIO PERFORM?

    The  biggest  rebound  occurred  in  the  fund's  stock   portfolio,   which
outperformed  the  S&P  500  in  the  second  half  of  the  fiscal  year  after
underperforming  it during the first half. For the entire one-year  period,  the
stock portfolio's total return was 21.77%,  which included a lackluster 1.93% in
the first  half and an  impressive  19.47%  in the  second  half.  The S&P 500's
performance for the same periods was 32.10% (one year),  14.74% (first half) and
15.14% (second half).

HOW DID THE FUND'S BOND PORTFOLIO PERFORM?

    The bond portfolio provided more consistent returns, though it too enjoyed a
rebound in the second half of the year.  The bond  portfolio's  total return for
the  entire  year was  7.69%,  beating  the 7.49%  total  return  of the  Lehman
Intermediate  Government/Corporate  Bond  Index.  During the second  half of the
year,  the bond  portfolio's  return was 6.12%,  compared  to 1.48% in the first
half.

HOW DID THE FUND PERFORM AGAINST  ITS BLENDED BENCHMARK INDEX?

The  benchmark  is a blended  index  that  combines  the S&P 500 and the  Lehman
Intermediate  Government/Corporate Bond Index in proportion to the 60% stock/40%
bond asset mix of the fund.  The fund beat the blended  index  during the second
half of

[bar chart - data below]

BALANCED ONE-YEAR RETURNS OVER THE LIFE OF THE FUND (Periods ending October 31)

                 BALANCED      BLENDED INDEX
10/31/89          20.95%          20.05%
10/31/90          -2.11%          -1.54%
10/31/91          42.93%          25.58%
10/31/92           0.64%           9.97%
10/31/93          13.65%          12.92%
10/31/94          -0.93%           1.54%
10/31/95          16.36%          20.86%
10/31/96          14.04%          16.77%
10/31/97          16.34%          22.26%

This chart illustrates  Balanced's returns since its inception and compares them
with the Blended Index's  returns.  The fund's total returns  include  operating
expenses, while the index's returns do not. See page 28 for a description of the
index. Past performance is no guarantee of future results. Investment return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

(1) Investor Class.


ANNUAL REPORT                                      MANAGEMENT Q & A       5


                               MANAGEMENT Q & A

the year,  but it trailed for the full year because of the  underperformance  of
the stock  portfolio  in the first half.  The index's  total return for the full
year was 22.26%, compared to 16.34% for the fund.

WHY DID THE STOCK PORTFOLIO BOUNCE BACK AND BEAT THE S&P 500 IN THE SECOND HALF?

    In the second half,  the stock  portfolio was aided by the same factors that
hurt it in the first half. Large-cap stocks generally outperformed the stocks of
mid- and small-cap companies during the first half, and the stocks of small- and
mid-cap companies generally rebounded in the second half.

    The behavior of the fund's stock  portfolio  changed after we purchased some
attractive  smaller-cap  stocks at the end of 1996.  We believed  that  blending
these smaller,  faster-growing companies with the fund's traditional holdings of
larger,   blue-chip  firms  would  enhance  returns  over  time.   Adding  these
smaller-cap  stocks  meant  that  Balanced's  stock  portfolio  was more  growth
oriented and  potentially  more volatile than the S&P 500. That proved to be the
case in 1997, both on the downside and the upside.

WHAT STOCKS CONTRIBUTED MOST TO THE FUND'S REBOUND?

    Pharmaceutical  and energy services  companies provided much of the backbone
for the  recovery.  Among  pharmaceuticals,  Warner-Lambert  Co.  was one of the
fund's  best  performers  and  also  one of its top  holdings  at the end of the
period. This year,  Warner-Lambert  earned regulatory approval for two new drugs
that combat problems  associated with diabetes and high cholesterol.  The profit
margins   for  these  new   products   are  much   higher   than  those  of  the
over-the-counter  health and beauty aids that were once the company's  mainstay.
We think Warner-Lambert will be able to sustain its current high earnings growth
rate,  thanks  to its new  products.  New  drugs,  combined  with the  favorable
demographic  trends of the aging U.S.  population,  give us confidence that many
companies in the drug  industry will  continue to sustain  above-average  growth
rates.  Other  pharmaceutical  companies in the portfolio  that  performed  well
included Eli Lilly & Co. and Pfizer, Inc.

    The  fund's  energy  holdings   provide  a  great  example  of  stocks  that
underperformed  in the first half of the fiscal year,  then  outperformed in the
second half. In Balanced's  semiannual report (April 30, 1997), we discussed the
disappointing performance of the fund's oil-drilling holdings,  including Global
Marine,   Inc.  and  Falcon  Drilling  Co.,  Inc.  After  years  of  fundamental
restructuring  and  increased  productivity  in  the  industry  because  of  new
technology,  we  believed  accelerating  earnings  were  sustainable  because of
increasing  demand for new oil supplies.  Despite  losses in early 1997 when oil
and gas prices slipped,  we decided to hold onto these stocks,  and our patience
paid off. Both companies were among Balanced's top performers for the year.

TOP TEN EQUITY HOLDINGS                          % of equity portfolio
                                                As of             As of
                                               10/31/97          4/30/97
Tyco International Ltd.                          6.6%              --
Warner-Lambert Co.                               5.5%             4.1%
Lilly (Eli) & Co.                                4.2%             3.1%
General Electric Co. (U.S.)                      4.1%             3.8%
Bristol-Myers Squibb Co.                         4.0%              --
Phillips Electronics N.V.                        3.8%             2.2%
Falcon Drilling Co. Inc.                         3.7%             2.7%
Outdoor Systems, Inc.                            3.4%             1.9%
Clear Channel Communications, Inc.               3.4%             2.2%
Compuware Corp.                                  3.3%             2.1%


TOP FIVE INDUSTRIES                              % of equity portfolio
                                                As of             As of
                                               10/31/97          4/30/97
Pharmaceuticals                                  19.6%            20.1%
Diversified Companies                            12.1%            7.7%
Energy (Services)                                10.2%             --
Electrical & Electronic Components               7.7%             12.1%
Consumer Products                                7.1%             6.7%


 6     MANAGEMENT Q & A                       AMERICAN CENTURY INVESTMENTS


                               MANAGEMENT Q & A

WHICH STOCKS IN THE FUND'S PORTFOLIO  DIDN'T BOUNCE BACK?

    In  general,  companies  that  didn't  meet their  earnings  estimates  were
punished by the market.  One example was Oxford  Health  Plans,  a  managed-care
company. In the third quarter,  Oxford developed internal control problems as it
attempted  to  implement a new billing and  bookkeeping  system.  The  company's
unexpected announcement of poor third-quarter earnings happened to coincide with
the market's October correction, and Oxford's share price dropped significantly.

HOW WAS THE BOND PORTFOLIO POSITIONED DURING THE SECOND HALF?

    In general,  we take a "plain  vanilla"  approach to the bond  portfolio  to
complement  the stock  portfolio  and generate the best  possible  risk-adjusted
returns  for  the  fund  as  a  whole.   We   typically   invest   primarily  in
intermediate-term  corporate  bonds,  and we usually  don't make large  duration
bets,   focusing   instead  on  adding  value  by   investing  in   undervalued,
higher-yielding  bond  sectors.  We consider the fund's  neutral  duration to be
approximately 4.25 years, and we usually don't stray too far from that position.

    We were even less inclined than usual to change the fund's  duration  during
the period because there was so much  uncertainty  about interest  rates. On one
hand,  the U.S.  economy was  growing at levels that would have been  considered
inflationary  in the past.  The Federal  Reserve did raise  short-term  interest
rates in March,  leading to speculation  that other interest rate increases were
just around the corner. But inflation never spiked as expected,  and the turmoil
in  Southeast  Asia  may  actually  have a  disinflationary  effect  on the U.S.
economy. As a result, we basically stood pat.

WHAT'S YOUR OUTLOOK FOR BONDS AND THE BOND PORTFOLIO?

    It's late in the  business  cycle,  so we're  planning  to be a little  more
cautious  about  buying  corporate  bonds and will look instead to find value in
mortgage-  and  asset-backed  securities.  We're  not  giving up  completely  on
corporates,  however. Until it was interrupted in October by events in Southeast
Asia,  one of the prevalent  themes in the corporate bond market in 1997 was the
continued  narrowing  of the  difference,  or  spread,  between  the  yields  of
corporate and treasury  securities due to improving U.S.  corporate  health.  We
still like corporate bonds because U.S.  companies are still in very good shape.
Our  ongoing   commitment  to  the  corporate  market  is  demonstrated  by  our
willingness to hold a relatively  high  percentage of BBB-rated  securities (see
the accompanying table).

    With regard to inflation and interest rates, we plan to keep the portfolio's
duration close to neutral, and we'll keep our eyes on the labor market and wages
for clues to future  price  increases.  We still have  concerns  about  cyclical
inflation,  especially  if economic  growth stays above 2%, but the situation in
Southeast Asia could put a significant damper on growth and inflation in 1998.


 BALANCED'S FIXED-INCOME PORTFOLIO
                                               As of             As of
                                              10/31/97          4/30/97
 Portfolio Sensitivity to Interest Rates

 Weighted Average Maturity                    6.37 years       6.28 years
 Duration                                     4.31 years       4.10 years


 Portfolio Credit Quality    % of fixed income portfolio
    (S&P Ratings)

        AAA                                   39%                 41%
        AA                                    10%                  6%
         A                                    34%                 36%
        BBB                                   17%                 17%
                                             -----               -----
                                             100%                100%
                                             =====               =====

See Glossary on page 29.


ANNUAL REPORT                                      MANAGEMENT Q & A       7

<TABLE>
<CAPTION>
                            SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997

Shares                      ($ in Thousands)                      Value
- ---------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------

 COMMON STOCKS

<S>                 <C>                                                    <C>
AEROSPACE & DEFENSE-0.4%

          135,000  BE Aerospace, Inc.(1)                                      $    3,788
                                                                       ------------------

AUTOMOBILES & AUTO PARTS-0.2%

           40,000  PACCAR Inc.                                                     1,801
                                                                       ------------------

BANKING-2.7%

          135,000  BankAmerica Corp.                                               9,652

          105,000  Charter One Financial, Inc.                                     6,103

           75,000  Citicorp                                                        9,380
                                                                       ------------------

                                                                                  25,135
                                                                       ------------------

BROADCASTING & MEDIA-4.0%

          276,700  Clear Channel Communications, Inc.(1)                          18,262

          600,000  Outdoor Systems, Inc.(1)                                       18,450
                                                                       ------------------

                                                                                  36,712
                                                                       ------------------

COMMUNICATIONS EQUIPMENT-0.5%

           80,000  Motorola, Inc.                                                  4,940
                                                                       ------------------

COMMUNICATIONS SERVICES-0.2%

           65,000  Worldcom, Inc.(1)                                               2,184
                                                                       ------------------

COMPUTER PERIPHERALS-1.2%

          140,000  Cisco Systems Inc.(1)                                          11,484
                                                                       ------------------

COMPUTER SOFTWARE & SERVICES-3.7%

          137,300  BMC Software, Inc.(1)                                           8,272

          270,000  Compuware Corp.(1)                                             17,820

          110,000  Electronics for Imaging, Inc.(1)                                5,136

           75,000  Oracle Systems Corp.(1)                                         2,684
                                                                       ------------------

                                                                                  33,912
                                                                       ------------------

COMPUTER SYSTEMS-3.1%

          190,000  Compaq Computer Corp.(1)                                       12,112

          120,000  International Business Machines Corp.                          11,768

          135,000  Sun Microsystems, Inc.(1)                                       4,620
                                                                       ------------------

                                                                                  28,500
                                                                       ------------------

CONSUMER PRODUCTS-4.1%

          197,000  Avon Products, Inc.                                            12,903

          100,000  Gillette Company                                                8,906

          150,000  Procter & Gamble Co. (The)                                     10,200

          130,000  Sunbeam Corp.                                                   5,891
                                                                       ------------------

                                                                                  37,900
                                                                       ------------------

Shares                                        ($ in Thousands)             Value
- ---------------------------------------------------------------------------------------------

DIVERSIFIED COMPANIES-7.0%

          340,000  General Electric Co. (U.S.)                                  $  21,951

          940,000  Tyco International Ltd.                                         35,485

          275,000  U.S. Industries, Inc.                                            7,391
                                                                       ------------------

                                                                                   64,827
                                                                       ------------------

ELECTRICAL & ELECTRONIC
COMPONENTS-4.5%

          125,000  Altera Corp.(1)                                                  5,543

           90,000  Intel Corp.                                                      6,933

          150,000  KLA-Tencor Corporation(1)                                        6,577

          260,000  Phillips Electronics N.V.                                       20,377

           17,000  Texas Instruments Inc.                                           1,814
                                                                        ------------------
                                                                                   41,244
                                                                        ------------------

ENERGY (PRODUCTION & MARKETING)-1.5%

          210,000  Energy Ventures, Inc.(1)                                        13,479
                                                                       ------------------

ENERGY (SERVICES)-5.9%

          250,000  Diamond Offshore Drilling, Inc.                                 15,562

          550,000  Falcon Drilling Co. Inc.(1)                                     20,006

          140,000  Global Marine Inc.(1)                                            4,358

          550,000  Input/Output, Inc.(1)                                           14,747
                                                                       ------------------

                                                                                   54,673
                                                                       ------------------

ENVIRONMENTAL SERVICES-0.8%

          210,000  USA Waste Services, Inc.(1)                                      7,770
                                                                       ------------------

FINANCIAL SERVICES-0.4%

           80,000  Federal National Mortgage Association                            3,875
                                                                       ------------------

FOOD & BEVERAGE-0.7%

          205,000  Panamerican Beverages Inc. Cl A                                  6,355
                                                                       ------------------

HEALTHCARE-0.7%

           80,000  Cardinal Health, Inc.                                            5,940

           14,100  Oxford Health Plans, Inc.(1)                                       364
                                                                       ------------------

                                                                                    6,304
                                                                       ------------------

INSURANCE-2.9%

          355,000  Conseco Inc.                                                    15,487

          325,000  SunAmerica, Inc.                                                11,680
                                                                       ------------------

                                                                                   27,167
                                                                       ------------------

PHARMACEUTICALS-11.4%

          245,000  Bristol-Myers Squibb Co.                                        21,499

          340,000  Lilly (Eli) & Co.                                               22,737

           70,000  Merck & Co., Inc.                                                6,248

            5,653  Novartis AG ORD                                                  8,846


See Notes to Financial Statements


8      SCHEDULE OF INVESTMENTS                AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997

Shares/Principal Amount     ($ in Thousands)                      Value
- ----------------------------------------------------------------------------------------

          230,000  Pfizer, Inc.                                                $  16,273

          205,000  Warner-Lambert Co.                                             29,353
                                                                       ------------------

                                                                                 104,956
                                                                       ------------------

TEXTILES & APPAREL-1.9%

          377,300  Samsonite Corp.(1)                                             17,450
                                                                       ------------------

TOTAL COMMON STOCKS-57.8%                                                        534,456
                                                                       ------------------
   (Cost $379,402)

 U.S. TREASURY SECURITIES

        $  5,000  U.S. Treasury Notes,
                   6.00%, 9/30/98                                                 5,022

           1,000  U.S. Treasury Notes,
                   6.375%, 5/15/00                                                1,017

           4,075  U.S. Treasury Notes,
                   7.75%, 2/15/01                                                 4,320

           2,000  U.S. Treasury Notes,
                   6.625%, 6/30/01                                                2,057

          17,150  U.S. Treasury Notes,
                   6.25%, 8/31/02                                                17,493

           9,000  U.S. Treasury Notes,
                   5.75%, 8/15/03                                                 8,978

           7,300  U.S. Treasury Notes,
                   7.25%, 5/15/04                                                 7,857

           5,000  U.S. Treasury Notes,
                   7.25%, 8/15/04                                                 5,389

           4,200  U.S. Treasury Notes,
                   5.875%, 11/15/05                                               4,193

           2,400  U.S  Treasury Notes,
                   7.00%, 7/15/06                                                 2,575

           3,000  U.S. Treasury Notes,
                   6.125%, 8/15/07                                                3,067

           4,950  U.S. Treasury Bonds,
                   7.625%, 2/15/25                                                5,856
                                                                      ------------------

TOTAL U.S. TREASURY SECURITIES-7.3%                                              67,824
                                                                      ------------------
    (Cost $66,163)

  U.S. GOVERNMENT AGENCY SECURITIES-0.5%

           4,000  FNMA MTN,
                   7.49%, 5/22/07                                                 4,134
                                                                      ------------------
    (Cost $4,019)

  MORTGAGE-BACKED SECURITIES(2)

             726  FHLMC Series 106-EPAC REMIC,
                   6.95%, 2/15/20                                                   732

Principal Amount                                   ($ in Thousands)             Value
- -------------------------------------------------------------------------------------------------

        $  2,000  FHLMC Series 77-HPAC REMIC,
                    8.50%, 9/15/20                                            $    2,187

             100  FNMA 89 Series 85-DPAC REMIC,
                    7.60%, 5/25/18                                                   100

           1,003  FNMA 90 Series 98-HPAC REMIC,
                    7.50%, 10/25/19                                                1,006

           6,970  FNMA Pool #050985,
                    6.00%, 3/1/00                                                  6,878

           7,661  FNMA Pool #250627,
                    8.00%, 7/1/26                                                  7,947

           7,064  GNMA Pool #002202,
                    7.00%, 4/20/26                                                 7,083
                                                                       ------------------

TOTAL MORTGAGE-BACKED SECURITIES-2.8%                                             25,933
                                                                       ------------------
(Cost $25,355)

  ASSET-BACKED SECURITIES(2)

          3,750  FNMA Whole Loan, Series 1995-W1,
                   Class A6, 8.10%, 4/25/25                                       3,884

          5,000  First Merchants Auto Receivables
                   Corp., Series 1996-B, Class A2,
                   6.80%, 5/15/01                                                 5,101

          5,000  NationsBank Auto Owner Trust, Series
                   1996-A, Class B1, 6.75%, 6/15/01                               5,094

          5,000  Premier Auto Trust, Series 1996-4,
                   Class CTFS, 6.65%, 8/6/02                                      5,065

          3,000  Union Acceptance Corp., Series
                   1996-D, Class A3, 6.30%, 1/8/04                                3,031

          3,200  United Companies Financial Corp.,
                   Series 1997-C, Class A7,
                   6.85%, 2/15/04                                                 3,244

          2,100  United Companies Financial Corp.,
                   Series 1996-D1, Class A5,
                   6.92%, 10/15/18                                                2,144

          4,350  United Companies Financial Corp.,
                   Series 1996-D1, Class A4,
                   6.78%, 2/15/16                                                 4,424
                                                                      ------------------

TOTAL ASSET-BACKED SECURITIES-3.5%                                               31,987
                                                                      ------------------
    (Cost $31,416)

 CORPORATE BONDS

AUTOMOBILES & AUTO PARTS-2.0%

          6,500  Ford Motor Credit Corp.,
                   6.75%, 5/15/05                                                 6,622

          7,000  General Motors Acceptance Corp.
                   MTN, 6.375%, 10/12/99                                          7,052

See Notes to Financial Statements


ANNUAL REPORT                               SCHEDULE OF INVESTMENTS       9


                            SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997



Principal Amount            ($ in Thousands)                      Value
- --------------------------------------------------------------------------------

       $  5,000  General Motors Acceptance Corp.
                  MTN, 5.45%, 2/22/00                                       $    4,938
                                                                     ------------------

                                                                                18,612
                                                                     ------------------

BANKING-3.3%

         5,000  ABN Amro Bank NV (Chicago),
                 7.125%, 6/18/07                                                5,200

         4,000  Capital One Financial Corp.,
                 8.125%, 3/1/00                                                 4,150

         5,000  First Union Corp.,
                 8.77%, 11/15/04                                                5,262

         5,150   NationsBank  Capital Trust III,  VRN,  6.31%,  1/15/98,  resets
                 quarterly off the 3-month LIBOR plus 0.55%
                 with no caps                                                   5,086

         5,000  NationsBank Corp.,
                 6.875%, 2/15/05                                                5,100

         5,150  Santander Financial Issuances Ltd.,
                 7.00%, 4/1/06                                                  5,305
                                                                    ------------------

                                                                               30,103
                                                                    ------------------

COMMUNICATIONS SERVICES-0.8%

         3,000  GTE South,
                 7.25%, 8/1/02                                                  3,143

         4,500  WorldCom, Inc.,
                 7.55%, 4/1/04                                                  4,708
                                                                    ------------------

                                                                                7,851
                                                                    ------------------

DIVERSIFIED COMPANIES-0.6%

         5,000  Hanson Overseas BV,
                 6.75%, 9/15/05                                                 5,094
                                                                    ------------------

ELECTRICAL & ELECTRONIC
COMPONENTS-0.7%

         6,000  Anixter International Inc.,
                 8.00%, 9/15/03                                                 6,330
                                                                    ------------------

FINANCIAL SERVICES-5.9%

         2,800  Advanta Corp., MTN, Series B,
                 7.00%, 5/1/01                                                  2,803

         3,500  Associates Corp., N.A.,
                 6.375%, 10/15/02                                               3,531

         4,000  Associates First Capital Corp.,
                 6.75%, 7/15/01                                                 4,090

         5,000  First USA, Inc.,
                 7.00%, 8/20/01                                                 5,144

         3,000  Greyhound Financial Corp.,
                 6.75%, 3/25/99                                                 3,037

Principal Amount                                    ($ in Thousands)            Value
- -------------------------------------------------------------------------------------------------

      $  6,000  Lehman Brothers Holdings, Inc.,
                 6.625%, 11/15/00                                          $    6,053

         3,000  Lehman Brothers, Inc.,
                 5.75%, 11/15/98                                                2,996

         3,000  Money Store Inc. (The),
                 8.05%, 4/15/02                                                 3,120

         5,300  Morgan Stanley, Dean Witter,
                 Discover & Co.,  6.875%, 3/1/07                                5,432

         6,000  Norwest Financial, Inc.,
                 6.25%, 11/1/02                                                 6,075

         7,000  Salomon, Inc.,
                 6.65%, 7/15/01                                                 7,096

         5,000  Travelers/Aetna Property
                 Casualty Corp., 6.75%, 4/15/01                                 5,100
                                                                    ------------------

                                                                               54,477
                                                                    ------------------

INSURANCE-2.0%

         5,000  Aetna Services Inc.,
                 6.75%, 8/15/01                                                 5,119

         3,750  Nationwide Mutual Insurance Co.,
                 6.50%, 2/15/04 (Acquired 2/9/96,
                 Cost $3,782)(3)                                                3,731

         5,000  Underwriters Reinsurance Co.,
                 7.875%, 6/30/06 (Acquired
                 8/6/96, $5,156)(3)                                             5,394

         4,000  Zurich Capital Trust I, 8.38%, 
                 6/1/37 (Acquired 5/28/97 through
                 6/11/97, Cost $4,039)(3)                                       4,400
                                                                    ------------------

                                                                               18,644
                                                                    ------------------

LEISURE-0.8%

         4,200  Hilton Hotels,
                 7.00%, 7/15/04                                                 4,247

         2,750  Time Warner Inc.,
                 6.85%, 1/15/26                                                 2,829
                                                                    ------------------

                                                                                7,076
                                                                    ------------------

METALS & MINING-0.8%

         6,750  Barrick Gold Corp.,
                 7.50%, 5/1/07                                                  7,138
                                                                    ------------------

REAL ESTATE-1.8%

         1,100  Chelsea GCA Realty,
                 7.25%, 10/21/07                                                1,111

         6,800  Price REIT, Inc. (The),
                 7.25%, 11/1/00                                                 6,962

         3,800  Price REIT, Inc. (The),
                 7.125%, 6/15/04                                                3,890

See Notes to Financial Statements


10      SCHEDULE OF INVESTMENTS                AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997


Principal Amount            ($ in Thousands)                      Value
- --------------------------------------------------------------------------------

      $  5,000  Spieker Properties, Inc.,
                 6.80%, 12/15/01                                           $    5,094
                                                                    ------------------

                                                                               17,057
                                                                    ------------------

RETAIL (GENERAL MERCHANDISE)-0.7%

         2,500  Dayton Hudson Corp.,
                 9.25%, 3/1/06                                                  2,712

         4,000  Sears, Roebuck & Co., MTN,
                 7.12%, 6/4/04                                                  4,175
                                                                    ------------------

                                                                                6,887
                                                                    ------------------

TOBACCO-1.3%

         3,500  Philip Morris Companies Inc.,
                 6.80%, 12/1/03                                                 3,531

         5,500  Philip Morris Companies Inc.,
                 6.95%, 6/1/06                                                  5,651

         3,000  Philip Morris Companies, Inc.,
                 7.00%, 7/15/05                                                 3,049
                                                                    ------------------

                                                                               12,231
                                                                    ------------------

UTILITIES-2.4%

        12,000  CalEnergy Co., Inc.,
                 7.63%, 10/15/07                                               12,150

         2,000  Kansas Power & Light Co.,
                 8.875%, 3/1/00                                                 2,115

         5,600  Public Service Electric & Gas Co.,
                 6.00%, 5/1/00                                                  5,600

         2,000  Texas Utilities Electric Co.,
                 8.125%, 2/1/02                                                 2,140
                                                                    ------------------

                                                                               22,005
                                                                    ------------------

TOTAL CORPORATE BONDS-23.1%                                                   213,505
                                                                    ------------------
    (Cost $208,111)

  FOREIGN CORPORATE BONDS

          6,350  Hutchison Whampoa Financial, 
                  Series A, 6.95%, 8/1/07 (Acquired
                  8/21/97 through 9/12/97,
                  Cost $6,229)(3)                                                5,890

          2,000  Hutchison Whampoa Financial,
                  Series B, 7.45%, 8/1/17 (Acquired
                  7/24/97, Cost $1,998)(3)                                       1,822
                                                                     ------------------

TOTAL FOREIGN CORPORATE BONDS-0.8%                                               7,712
                                                                     ------------------
    (Cost $8,227)

Principal Amount                                    ($ in Thousands)            Value
- -------------------------------------------------------------------------------------------------

  SOVEREIGN GOVERNMENTS & AGENCIES

       $  6,000  Hydro-Quebec, MTN,
                  7.02%, 3/23/05                                            $    6,210

          4,125  Korea Development Bank,
                  6.50%, 11/15/02                                                3,851

          5,000  Korea Electric Power,
                  6.375%, 12/1/03                                                4,694
                                                                     ------------------

TOTAL SOVEREIGN GOVERNMENTS
& AGENCIES-1.6%                                                                 14,755
                                                                     ------------------
   (Cost $14,696)

 TEMPORARY CASH INVESTMENTS

       Repurchase Agreement, Goldman Sachs & Co.,
              Inc., (U.S. Treasury obligations), in a joint
              trading account at 5.65%, dated 10/31/97,
              due 11/3/97 (Delivery value $18,109)                              18,100

       Repurchase Agreement, Morgan Stanley Group,
              Inc., (U.S. Treasury obligations), in a joint
              trading account at 5.60%, dated 10/31/97,
              due 11/3/97 (Delivery value $6,303)                                6,300
                                                                     ------------------

TOTAL TEMPORARY CASH INVESTMENTS-2.6%                                           24,400
                                                                     ------------------
   (Cost $24,400)

TOTAL INVESTMENT SECURITIES-100.0%                                            $924,706
                                                                     ===================
   (Cost $761,789)
</TABLE>

 FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

                            ($ in Thousands)

     Contract         Settlement                     Unrealized
      to Sell            Date            Value          Loss
- -----------------------------------------------------------------------
   9,936,397 CHF       11/28/97         $7,109         $(117)
                                       ========       ========

(Value on Settlement Date $7,226)

See Notes to Financial Statements


ANNUAL REPORT                               SCHEDULE OF INVESTMENTS       11


                            SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997

NOTES TO SCHEDULE OF INVESTMENTS

CHF = Swiss Franc
FHLMC = Federal Home Loan Mortgage Corporation 
FNMA = Federal National Mortgage Association
GNMA = Government National Mortgage Association 
LIBOR = London Interbank Offered Rate 
MTN = Medium Term Note 
ORD = Foreign Ordinary Share
VRN   =  Variable  Rate  Note.  Interest  reset  date is  indicated  and used in
      calculating  the  weighted  average  portfolio  maturity.  Rate  shown  is
      effective October 31, 1997.
resets= The  frequency  with which a  fixed-income  security's  coupon  changes,
      based on  current  market  conditions  or an  underlying  index.  The more
      frequently  a security  resets,  the less risk the investor is taking that
      the coupon will vary significantly from current market rates.
(1)   Non-income producing.
(2)   Final maturity indicated. Expected remaining maturity used for purposes of
      calculating the weighted average portfolio maturity.
(3)   Security was purchased  under Rule 144A of the Securities Act of 1933 and,
      unless registered under the Act or exempted from registration, may only be
      sold  to  qualified  institutional   investors.  The  aggregate  value  of
      restricted securities at October 31, 1997, was $21,237,  which represented
      2.3% of the net assets.

See Notes to Financial Statements


12      SCHEDULE OF INVESTMENTS                AMERICAN CENTURY INVESTMENTS


                      STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 1997

ASSETS                                                         ($ In Thousands)

Investment securities, at value
(identified cost of $761,789) (Note 3) .........................     $   924,706

Cash ...........................................................           3,557

Receivable for investments sold ................................           8,162

Dividends and interest receivable ..............................           6,365
                                                                     -----------
                                                                         942,790
                                                                     -----------

LIABILITIES

Disbursements in excess of demand deposit cash .................             880

Payable for forward foreign currency exchange contracts ........             117

Payable for investments purchased ..............................           8,437

Payable for capital shares redeemed ............................             679

Accrued management fees (Note 2) ...............................             814

Distribution fees payable (Note 2) .............................               1

Service fees payable (Note 2) ..................................               1
                                                                     -----------
                                                                          10,929
                                                                     -----------

Net Assets .....................................................     $   931,861
                                                                     ===========


NET ASSETS CONSIST OF:

Capital (par value and paid in surplus) ........................     $   691,438

Undistributed net investment income ............................           2,562

Accumulated undistributed net realized gain on
investment and foreign currency transactions ...................          75,060

Net unrealized appreciation on investments and translation
of assets and liabilities in foreign currencies (Note 3) .......         162,801
                                                                     -----------
                                                                     $   931,861
                                                                     ===========
Investor Class, $0.01 Par Value ($ and shares in full)

Net assets .....................................................     $926,137,09

Shares outstanding .............................................      47,361,687

Net asset value per share ......................................     $     19.55

Advisor Class, $0.01 Par Value ($ and shares in full)

Net assets .....................................................     $ 5,723,526

Shares outstanding .............................................         292,733

Net asset value per share ......................................     $     19.55

See Notes to Financial Statements


ANNUAL REPORT                    STATEMENT OF ASSETS AND LIABILITIES      13


                            STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 1997

INVESTMENT INCOME                                               ($ In Thousands)

Income:

Interest ........................................................     $  24,540

Dividends (net of foreign taxes withheld of $23) ................         3,958
                                                                      ---------
                                                                         28,498
                                                                      ---------
Expenses (Note 2):

Management fees .................................................         9,022

Distribution fees - Advisor Class ...............................             8

Shareholder service fees - Advisor Class ........................             8

Directors' fees and expenses ....................................             9
                                                                      ---------
                                                                          9,047
                                                                      ---------

Net investment income ...........................................        19,451
                                                                      ---------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN CURRENCY (NOTE 3)

Net realized gain on:

Investments .....................................................        75,233

Foreign currency transactions ...................................           703
                                                                      ---------
                                                                         75,936
                                                                      ---------

Change in net unrealized appreciation (depreciation) on:

Investments .....................................................        41,471

Translation of assets and liabilities in foreign currencies .....          (115)
                                                                      ---------
                                                                         41,356
                                                                      ---------

Net realized and unrealized
gain on investments .............................................       117,292
                                                                      ---------

Net Increase in Net Assets
Resulting from Operations .......................................     $ 136,743
                                                                      =========

See Notes to Financial Statements


14      STATEMENT OF OPERATIONS                AMERICAN CENTURY INVESTMENTS


                      STATEMENTS OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 1997

AND OCTOBER 31, 1996


Increase in Net Assets                                       1997        1996
                                                             ($ In Thousands)
OPERATIONS

Net investment income ................................   $  19,451    $  21,381

Net realized gain on investments
and foreign currency transactions ....................      75,936       66,241

Change in net unrealized appreciation
on investments and translation of assets
and liabilities in foreign currencies ................      41,356       24,176
 ......................................................   ---------    ---------
Net increase in net assets
resulting from operations ............................     136,743      111,798
                                                         ---------    ---------
DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:

  Investor Class .....................................     (20,449)     (21,812)

  Advisor Class ......................................         (55)        --

From net realized gains from investment transactions:

  Investor Class .....................................     (64,787)     (46,792)
                                                         ---------    ---------
Decrease in net assets from distributions ............     (85,291)     (68,604)
                                                         ---------    ---------
 CAPITAL SHARE TRANSACTIONS (NOTE 4)

Net increase in net assets from
capital share transactions ...........................       1,241       20,404
                                                         ---------    ---------

Net increase in net assets ...........................      52,693       63,598

NET ASSETS

Beginning of year ....................................     879,168      815,570
                                                         ---------    ---------

End of year ..........................................   $ 931,861    $ 879,168
                                                         =========    =========

Undistributed net investment income ..................   $   2,562    $   2,912
                                                         =========    =========

See Notes to Financial Statements


ANNUAL REPORT                   STATEMENTS OF CHANGES IN NET ASSETS       15



                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION--American  Century  Mutual  Funds,  Inc. (the  Corporation)  is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management investment company.  American Century Balanced Fund (the Fund) is one
of the thirteen series of funds issued by the Corporation. The Fund's investment
objective  is to seek  capital  growth and current  income.  It is  management's
intention to maintain  approximately  60% of the Fund's  assets in common stocks
and the  remainder  in bonds  and other  fixed  income  securities.  The Fund is
authorized to issue three  classes of shares:  the Investor  Class,  the Advisor
Class,  and  the  Institutional  Class.  The  three  classes  of  shares  differ
principally in their respective  shareholder servicing and distribution expenses
and arrangements. All shares of the Fund represent an equal pro rata interest in
the assets of the class to which such shares belong,  and have identical voting,
dividend, liquidation and other rights and the same terms and conditions, except
for class specific  expenses and exclusive  rights to vote on matters  affecting
only individual classes. Sale of the Advisor Class commenced on January 6, 1997.
Sale of the  Institutional  Class had not commenced as of October 31, 1997.  The
following significant  accounting policies,  related to all classes of the Fund,
are in accordance with accounting  policies generally accepted in the investment
company industry.

    SECURITY  VALUATIONS--Portfolio  securities  traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a principal securities exchange are valued through valuations obtained
from a  commercial  pricing  service  or at the mean of the most  recent bid and
asked prices.  When valuations are not readily available,  securities are valued
at fair value as determined in accordance with  procedures  adopted by the Board
of Directors.

    SECURITY  TRANSACTIONS--Security  transactions are accounted for on the date
purchased  or  sold.  Net  realized  gains  and  losses  are  determined  on the
identified cost basis, which is also used for federal income tax purposes.

    INVESTMENT  INCOME--Dividend  income less foreign taxes withheld (if any) is
recorded as of the ex-dividend date.  Interest income is recorded on the accrual
basis and includes amortization of discounts and accretion of premiums.

    FOREIGN  CURRENCY  TRANSACTIONS--The  accounting  records  of the  Fund  are
maintained in U.S. dollars.  All assets and liabilities  initially  expressed in
foreign currencies are converted into U.S. dollars at prevailing exchange rates.
Purchases and sales of investment securities,  dividend and interest income, and
certain  expenses  are  translated  at the rates of exchange  prevailing  on the
respective dates of such transactions.

    Net realized foreign  currency  exchange gains or losses arise from sales of
foreign  currencies  and the  difference  between  asset and  liability  amounts
initially stated in foreign  currencies and the U.S. dollar value of the amounts
actually  received or paid. Net unrealized  foreign  currency  exchange gains or
losses  arise from  changes in the value of assets and  liabilities,  other than
portfolio securities, resulting from changes in the exchange rates.

    Net  realized  and  unrealized  foreign  currency  exchange  gains or losses
occurring  during the holding period of portfolio  securities are a component of
realized gain (loss) on investments and unrealized  appreciation  (depreciation)
on investments, respectively.

    FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS--The Fund may enter into forward
foreign  currency  exchange  contracts  for the  purpose  of  settling  specific
purchases or sales of securities  denominated in a foreign  currency or to hedge
the Fund's  exposure  to  foreign  currency  exchange  rate  fluctuations.  When
required,  the Fund will segregate  assets in an amount  sufficient to cover its
obligations  under the hedge  contracts.  The net U.S.  dollar  value of foreign
currency  underlying  all  contractual  commitments  held  by the  Fund  and the
resulting  unrealized  appreciation or depreciation  are determined  daily using
prevailing exchange rates.  Forward contracts involve elements of risk in excess
of the amount  reflected in the  Statement of Assets and  Liabilities.  The Fund
bears the risk of an unfavorable  change in the foreign  currency  exchange rate
underlying  the  forward  contract.  Additionally,   losses  may  arise  if  the
counterparties do not perform under the contract terms.

    REPURCHASE  AGREEMENTS--The  Fund may enter into repurchase  agreements with
institutions  the  Fund's  investment   manager,   American  Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost.  The  Fund  requires  that  the  securities   purchased  in  a  repurchase
transaction be transferred to the custodian in a manner sufficient to enable the
Fund to obtain those  securities in the event of a default under the  repurchase
agreement.  ACIM  monitors,  on a  daily  basis,  the  value  of the  securities
transferred to ensure the value,  including accrued interest,  of the securities
under each repurchase  agreement is equal to or greater than amounts owed to the
Fund under each repurchase agreement.


16     NOTES TO FINANCIAL STATEMENTS           AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

    JOINT  TRADING  ACCOUNT--Pursuant  to  an  Exemptive  Order  issued  by  the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase  agreements that are  collateralized  by U.S.
Treasury or Agency obligations.

    INCOME TAX  STATUS--It is the policy of the Fund to  distribute  all taxable
income and capital gains to shareholders and to otherwise qualify as a regulated
investment  company under provisions of the Internal Revenue Code.  Accordingly,
no provision has been made for federal income taxes.

    DISTRIBUTIONS TO SHAREHOLDERS--Distributions to shareholders are recorded on
the ex-dividend date.  Distributions from net investment income are declared and
paid  quarterly.  Distributions  from net  realized  gains are declared and paid
annually.

    The  character  of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal  income tax purposes.  These  differences  are due to differences in the
recognition  of  income  and  expense  items  for  financial  statement  and tax
purposes.

    ADDITIONAL  INFORMATION--Certain  officers and directors of the  Corporation
are also officers and/or directors, and, as a group, controlling stockholders of
American Century  Companies,  Inc., the parent of the  Corporation's  investment
manager,  ACIM,  the  Corporation's  distributor,  American  Century  Investment
Services,  Inc., and the Corporation's transfer agent, American Century Services
Corporation.

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the reported  amounts of increases  and decreases in net assets
from operations  during the reporting  period.  Actual results could differ from
those estimates.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

    The  Corporation  has entered  into a  Management  Agreement  with ACIM that
provides the Fund with investment  advisory and management  services in exchange
for a single,  unified  management fee per class.  Additional  fees apply to the
Advisor Class, as described in the respective prospectus. The Agreement provides
that all expenses of the Fund, except brokerage  commissions,  taxes,  interest,
expenses  of those  directors  who are not  considered  "interested  persons" as
defined in the  Investment  Company  Act of 1940  (including  counsel  fees) and
extraordinary expenses, will be paid by ACIM. The fee is computed daily and paid
monthly based on the Fund's average daily closing net assets during the previous
month.  The annual  management fee is 1.00% for the Investor Class and 0.75% for
the Advisor Class.

    The Board of Directors has adopted a shareholder  services and  distribution
plan for the Advisor Class, pursuant to Rule 12b-1 of the Investment Company Act
of 1940. The Advisor Class Master  Distribution  and  Shareholder  Services Plan
provides that the Fund will pay ACIM an annual  distribution  fee equal to 0.25%
and service fee equal to 0.25%.  The fees are  computed  daily and paid  monthly
based on the  Advisor  Class's  average  daily  closing  net  assets  during the
previous month.  The  distribution  fee provides  compensation  for distribution
expenses  incurred by financial  intermediaries  in connection with distributing
shares of the Advisor Class including,  but not limited to, payments to brokers,
dealers, and financial institutions that have entered into sales agreements with
respect  to  shares of the Fund.  The  service  fee  provides  compensation  for
shareholder  and  administrative  services  rendered by ACIM,  its affiliates or
independent third party providers.  Fees incurred under the Master  Distribution
and  Shareholder  Services Plan during the period ended  October 31, 1997,  were
$16,116.


ANNUAL REPORT                         NOTES TO FINANCIAL STATEMENTS       17


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

3. INVESTMENT TRANSACTIONS

    Purchases of investment securities,  excluding short-term  investments,  for
the year ended October 31, 1997,  totaled  $961,875,601,  of which  $136,551,559
represented  U.S.   Treasury  and  Agency   obligations.   Sales  of  investment
securities, excluding short-term investments,  totaled $1,025,565,774,  of which
$159,373,706 represented U.S. Treasury and Agency obligations.

    As  of  October  31,  1997,  accumulated  net  unrealized  appreciation  was
$161,968,451,  based on the aggregate cost of investments  of  $762,737,151  for
federal  income tax  purposes,  which  consisted of unrealized  appreciation  of
$168,109,727 and unrealized depreciation of $6,141,276.

- --------------------------------------------------------------------------------
4. CAPITAL SHARE TRANSACTIONS

  There are  100,000,000  shares of the Investor Class and 50,000,000  shares of
the Advisor class  authorized for issuance.  Transactions  in shares of the Fund
were as follows:

                                                         Shares         Amount
                                                            (In Thousands)

INVESTOR CLASS

Year ended October 31, 1997

Sold .............................................        13,169      $ 242,933

Issued in reinvestment
of distributions .................................         4,752         83,837

Redeemed .........................................       (17,963)      (330,837)
                                                       ---------      ---------
Net decrease .....................................           (42)     $  (4,067)
                                                       =========      =========

Year ended October 31, 1996

Sold .............................................        11,553      $ 202,311

Issued in reinvestment
of distributions .................................         3,994         67,547

Redeemed .........................................       (14,226)      (249,454)
                                                       ---------      ---------
Net increase .....................................         1,321      $  20,404
                                                       =========      =========

ADVISOR CLASS

January 6, 1997(1) through October 31, 1997

Sold .............................................           296      $   5,372

Issued in reinvestment
of distributions .................................             3             55

Redeemed .........................................            (6)          (119)
                                                       ---------      ---------
Net increase .....................................           293      $   5,308
                                                       =========      =========
- ----------
(1)  Commencement of sale of the Advisor Class.


18      NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                INVESTOR CLASS

For a Share Outstanding Throughout the Years Ended October 31 (except as noted)

                                           1997           1996            1995          1994        1993

 PER-SHARE DATA

Net Asset Value,
<S>                                   <C>             <C>             <C>             <C>         <C>    
Beginning of Year .................   $   18.55       $   17.70       $   15.94       $ 16.52     $ 14.89
                                      ---------       ---------       ---------       -------     -------
Income From Investment Operations

  Net Investment Income ...........        0.40(1)         0.44(1)         0.48(1)       0.42        0.38

  Net Realized and Unrealized Gain
  (Loss) on Investment Transactions        2.41            1.88            2.03         (0.58)       1.62
                                      ---------       ---------       ---------       -------     -------
  Total From
  Investment Operations ...........        2.81            2.32            2.51         (0.16)       2.00
                                      ---------       ---------       ---------       -------     -------
Distributions

  From Net Investment Income ......       (0.43)          (0.46)          (0.48)        (0.42)      (0.37)

  From Net Realized Gains
  on Investment Transactions ......       (1.38)          (1.01)          (0.27)         --          --
                                      ---------       ---------       ---------       -------     -------
  Total Distributions .............       (1.81)          (1.47)          (0.75)        (0.42)      (0.37)
                                      ---------       ---------       ---------       -------     -------
Net Asset Value, End of Year ......   $   19.55       $   18.55       $   17.70       $ 15.94     $ 16.52
                                      =========       =========       =========       =======     =======
  Total Return(2) .................       16.34%          14.04%          16.36%        (0.93)%     13.64%


 RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets .............        1.00%           0.99%           0.98%         1.00%       1.00%

Ratio of Net Investment Income
to Average Net Assets .............        2.15%           2.50%           2.90%         2.70%       2.40%

Portfolio Turnover Rate ...........         110%            130%             85%           94%         95%

Average Commission Paid per Share
of Equity Security Traded .........   $  0.0371       $  0.0400       $  0.0390         --(3)       --(3)

Net Assets, End
of Year (in millions) .............   $     926       $     879       $     816       $   704     $   706
</TABLE>
- ----------

(1) Computed using average shares outstanding throughout the period.

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.

(3) Disclosure of average  commission  paid per share of equity  security traded
    was not required prior to the year ended October 31, 1995.

See Notes to Financial Statements


ANNUAL REPORT                                  FINANCIAL HIGHLIGHTS       19


                             FINANCIAL HIGHLIGHTS

                                 ADVISOR CLASS

                 For a Share Outstanding Throughout the Period Ended October 31

                                                                    1997(1)

 PER-SHARE DATA

Net Asset Value, Beginning of Period ..................         $     17.46
                                                                -----------
Income From Investment Operations

  Net Investment Income(2) ............................                0.29

  Net Realized and Unrealized Loss
on Investment Transactions ............................                2.04
                                                                -----------
  Total From Investment Operations ....................                2.33
                                                                -----------
Distributions

  From Net Investment Income ..........................               (0.24)
                                                                -----------
Net Asset Value, End of Period ........................         $     19.55
                                                                ===========
  Total Return(3) .....................................               13.42%

 RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets .................................             1.25%(4)

Ratio of Net Investment Income
to Average Net Assets .................................             1.90%(4)

Portfolio Turnover Rate ...............................                 110%

Average Commission Paid per Share
of Equity Security Traded .............................         $    0.0371

Net Assets, End of Period
(in thousands) ........................................         $     5,724

- ----------

(1) January 6, 1997 (commencement of sale) through October 31, 1997.

(2) Computed using average shares outstanding throughout the period.

(3) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions,  if any. Total returns for periods less than one year are not
    annualized.

(4) Annualized.

See Notes to Financial Statements


20      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                         INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc:

  We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of investments,  of American  Century  Balanced Fund (the
"Fund"),  one of the  funds  comprising  American  Century  Mutual  Funds,  Inc.
(formerly  Twentieth Century  Investors,  Inc.), as of October 31, 1997, and the
related  statements  of  operations  and changes in net assets for the year then
ended,  and the financial  highlights for the year then ended.  These  financial
statements  and the financial  highlights are the  responsibility  of the Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  and the  financial  highlights  based on our  audit.  The  financial
statements and the financial highlights of the Fund for each of the years in the
four-year  period ended  October 31, 1996 were audited by other  auditors  whose
report,  dated  November 20, 1996,  expressed  an  unqualified  opinion on those
statements and financial highlights.

  We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1997 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

  In our opinion,  such financial  statements and financial  highlights  present
fairly,  in all material  respects,  the financial  position of American Century
Balanced Fund as of October 31, 1997, the results of its operations, the changes
in its net  assets,  and the  financial  highlights  for the year then  ended in
conformity with generally accepted accounting principles.


Deloitte & Touche LLP
Kansas City, Missouri
December 3, 1997


ANNUAL REPORT                          INDEPENDENT AUDITORS' REPORT       21


                             PROXY VOTING RESULTS

    An annual meeting of shareholders  was held on July 30, 1997, to vote on the
following  proposals.  All of the  proposals  received the required  majority of
votes and were adopted.

    A summary of voting results is listed below each proposal.

PROPOSAL 1:

    To elect a Board of Directors of nine members to hold office for the ensuing
year or until their successors are elected and qualified.


James E. Stowers, Jr.

             For:                          32,526,091

             Withheld:                        454,807

James E. Stowers III

             For:                          32,523,948

             Withheld:                        456,950

Thomas A. Brown

             For:                          32,545,583

             Withheld:                        435,315

Robert W. Doering, M.D.

             For:                          32,530,625

             Withheld:                        450,273

D.D. (Del) Hock

             For:                          32,537,570

             Withheld:                        443,328

Linsley L. Lundgaard

             For:                          32,524,028

             Withheld:                        456,870

Donald H. Pratt

             For:                          32,543,143

             Withheld:                        437,755

Lloyd T. Silver, Jr.

             For:                          32,538,209

             Withheld:                        442,689

M. Jeannine Strandjord

             For:                          32,543,363

             Withheld:                        437,535


PROPOSAL 2:

    To  vote  on  approval  of a  Management  Agreement  with  American  Century
Investment Management, Inc.


                       INVESTOR          ADVISOR

For:                  30,714,263         149,226

Against:               510,989              0

Abstain:               133,985              0

Broker
Non-Vote:             1,472,435             0


PROPOSAL 3:

    To vote on the  selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the Corporation.


    For:                               32,449,671

    Against:                              412,883

    Abstain:                              118,344


22      PROXY VOTING RESULTS                   AMERICAN CENTURY INVESTMENTS


                             PROXY VOTING RESULTS

PROPOSAL 4:

    To vote on the  adoption  of  standardized  investment  limitations  for the
following items:

* Eliminate the fundamental investment limitation concerning diversification of
investments.

    For:                               28,764,213

    Against:                            2,536,611

    Abstain:                              207,639

    Broker Non-Vote:                    1,472,435


* Amend the fundamental investment limitation concerning the issuance of senior
securities.


    For:                               29,370,592

    Against:                            1,926,656

    Abstain:                              211,215

    Broker Non-Vote:                    1,472,435


* Amend the fundamental investment limitation concerning borrowing.


    For:                               27,913,977

    Against:                            3,384,644

    Abstain:                              209,842

    Broker Non-Vote:                    1,472,435


* Amend the fundamental investment limitation concerning lending.


    For:                               27,908,969

    Against:                            3,381,983

    Abstain:                              217,511

    Broker Non-Vote:                    1,472,435


*Amend the fundamental investment limitation concerning concentration of
investments in a particular industry.


    For:                               28,506,130

    Against:                            2,795,778

    Abstain:                              206,555

    Broker Non-Vote:                    1,472,435


* Eliminate the fundamental investment limitation regarding investments in
illiquid securities.


    For:                               29,721,139

    Against:                            1,578,790

    Abstain:                              208,534

    Broker Non-Vote:                    1,472,435


* Eliminate the fundamental limitation concerning investment in other investment
companies.


    For:                               29,741,614

    Against:                            1,557,217

    Abstain:                              209,632

    Broker Non-Vote:                    1,472,435


* Amend the fundamental investment limitation concerning investments in real
estate.


    For:                               29,737,085

    Against:                            1,557,304

    Abstain:                              214,074

    Broker Non-Vote:                    1,472,435


ANNUAL REPORT                                  PROXY VOTING RESULTS       23


                             PROXY VOTING RESULTS

* Amend the fundamental investment limitation concerning underwriting.


    For:                               29,743,870

    Against:                            1,547,447

    Abstain:                              217,146

    Broker Non-Vote:                    1,472,435


* Amend the fundamental investment limitation concerning commodities.


    For:                               29,325,436

    Against:                            1,967,797

    Abstain:                              215,230

    Broker Non-Vote:                    1,472,435


* Eliminate the fundamental  limitation  concerning  investments in issuers with
less than three years of continuous operations.


    For:                               29,719,799

    Against:                            1,578,272

    Abstain:                              210,392

    Broker Non-Vote:                    1,472,435


* Eliminate the fundamental limitation concerning short sales.


    For:                               28,972,578

    Against:                            2,323,735

    Abstain:                              212,150

    Broker Non-Vote:                    1,472,435


* Eliminate the fundamental investment limitation concerning margin purchases of
securities.


    For:                               28,733,222

    Against:                            2,563,310

    Abstain:                              211,931

    Broker Non-Vote:                    1,472,435


24      PROXY VOTING RESULTS                   AMERICAN CENTURY INVESTMENTS


                          SHARE CLASS AND RETIREMENT

                              ACCOUNT INFORMATION

SHARE CLASSES

    Until  September  3,  1996,  Balanced  issued  one  class  of  fund  shares,
reflecting  the fact that most  investors  bought  their  shares  directly  from
American Century.  All investors paid the same annual unified management fee and
did not pay any  commissions  or other fees to  purchase  shares  from  American
Century.

    Now  more  share   purchases  are  made  by  investors   through   financial
intermediaries  (who ordinarily are compensated for the additional services they
provide),  or by very  large  institutional  investors  who expect  lower  costs
because of their size. In September 1996,  American Century began to offer three
classes of shares for Balanced. One class is for investors who buy directly from
American Century, one is for investors who buy through financial intermediaries,
and the third is for large institutional customers.

    The  original  class of Balanced  shares is called the INVESTOR  CLASS.  All
shares issued and outstanding  before September 3, 1996, have been designated as
Investor  Class  shares.  Investor  Class  shares  may also be  purchased  after
September 3, 1996.  Investor Class  shareholders  do not pay any  commissions or
other  fees for  purchase  of  funds  shares  directly  from  American  Century.
Investors who buy Investor Class shares through a broker-dealer  may be required
to pay the  broker-dealer  a transaction  fee. THE PRICE AND  PERFORMANCE OF THE
INVESTOR  CLASS  SHARES ARE LISTED IN  NEWSPAPERS.  NO OTHER CLASS IS  CURRENTLY
LISTED.

    In  addition,  there  is an  ADVISOR  CLASS,  which is sold  through  banks,
broker-dealers, insurance companies and financial advisors. Advisor Class shares
are subject to a 0.50% Rule 12b-1 service and distribution fee. Half of that fee
is available to pay for recordkeeping and administrative  services,  and half is
available  to  pay  for   distribution   services   provided  by  the  financial
intermediary  through  which the Advisor Class shares are  purchased.  The total
expense  ratio of the Advisor Class is 0.25% higher than the total expense ratio
of the Investor Class.

    An  INSTITUTIONAL  CLASS  is  also  available  to  endowments,  foundations,
defined-benefit   pension  plans  or  financial   intermediaries  serving  these
investors.   This  class   recognizes  the  relatively  lower  cost  of  serving
institutional customers and others who invest at least $5 million in an American
Century fund or at least $10 million in multiple  funds.  In  recognition of the
larger  investments and account  balances and  comparatively  lower  transaction
costs, the total expense ratio of the Institutional Class is 0.20% less than the
total expense ratio of the Investor Class shares.

    The Institutional Class had not commenced as of October 31, 1997.

    All  classes  of  shares  represent  a pro rata  interest  in the  funds and
generally have the same rights and preferences.

RETIREMENT ACCOUNT INFORMATION

    As required by law,  any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

    When you plan to  withdraw,  you may make your  election by  completing  our
Exchange/Redemption  form or an IRS Form W-4P. Call American  Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

    Remember,  even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


ANNUAL REPORT        SHARE CLASS AND RETIREMENT ACCOUNT INFORMATION       25


                                     NOTES


26      NOTES                                  AMERICAN CENTURY INVESTMENTS


                                     NOTES


ANNUAL REPORT                                                 NOTES       27


                            BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY AND POLICIES

    The American  Century Group  consists of moderate  risk and specialty  funds
including  conservative  equity,  balanced,  asset  allocation,   gold,  natural
resources, utilities and real estate funds. In general, aside from the specialty
funds,  which have unique risks,  this fund group is for investors  seeking core
portfolio holdings in the middle ground between aggressive stock funds and money
market and bond funds.

    BALANCED seeks to provide  long-term  growth with less volatility than funds
that are 100% invested in growth stocks.  The fund keeps about 60% of its assets
in the stocks of firms with  accelerating  growth  rates.  Under  normal  market
conditions, the remaining assets are held in quality intermediate-term bonds.

    We attempt  to keep the fund fully  invested  at all  times,  regardless  of
short-term market activity.  Experience has shown that market gains can occur in
unpredictable  spurts  and that  missing  even some of those  opportunities  may
significantly limit the potential for gain.

    For the equity  portfolio,  the management team seeks to own companies whose
earnings and revenues are growing at accelerating rates.

    For the fixed-income portfolio,  "quality first" is the rule. The management
team  seeks only  investment-grade  bonds--those  rated in the top four  quality
categories by nationally recognized rating organizations.

    Each portfolio is managed by a team,  rather than by one "star" manager.  We
believe this allows us to make better, more consistent management decisions.

COMPARATIVE INDICES

    The  indices  listed  below  are used in the  report  for  fund  performance
comparisons. They are not investment products available for purchase.

    The BLENDED INDEX is considered the benchmark for Balanced.  It combines two
widely known indices in  proportion  to the asset mix of the fund.  Accordingly,
60% of the index is  represented  by the S&P 500,  which reflects the 60% of the
fund's assets invested in equity  securities.  The remaining 40% of the index is
represented  by  the  Lehman  Intermediate   Government/Corporate  Index,  which
reflects the 40% of the fund's assets  invested in  intermediate-term  bonds and
other fixed-income securities.

    The  LEHMAN  INTERMEDIATE   GOVERNMENT/CORPORATE   INDEX  is  considered  to
represent the performance of a portfolio of  intermediate-term  U.S.  government
and corporate bonds. The index includes the Lehman Government and Corporate Bond
Indices,  which are composed of U.S. government,  Treasury and agency securities
with one- to 10-year maturities, as well as corporate and Yankee bonds with one-
to 10-year maturities.

    The S&P 500 is a capitalization-weighted index of the stocks of 500 publicly
traded  U.S.  companies  that are  considered  to be  leading  firms in  leading
industries.  Created by Standard & Poor's Corporation,  the index is viewed as a
broad measure of U.S. stock market performance.

- --------------------------------------------------------------------------------
INVESTMENT TEAM LEADERS
- --------------------------------------------------------------------------------
    EQUITY PORTFOLIO
    Portfolio Managers                                Jim Stowers III
                                                      Bruce Wimberly

    FIXED-INCOME PORTFOLIO
    Portfolio Managers                                Bud Hoops
                                                      Jeff Houston
- --------------------------------------------------------------------------------

28      BACKGROUND INFORMATION                 AMERICAN CENTURY INVESTMENTS


                                   GLOSSARY

FIXED-INCOME TERMS

o CREDIT QUALITY  reflects the financial  strength of a debt security issuer and
the likelihood of timely payment of interest and principal.

o DURATION  is a measure  of the  sensitivity  of a fixed  income  portfolio  to
changes in interest rates. As the duration of a portfolio increases,  the impact
of a change in interest rates on the value of the portfolio also increases.

o STANDARD & POOR'S (S&P) is an independent rating company,  one of the two best
known in the U.S. (the other is Moody's).  The credit  ratings issued by S&P and
Moody's  reflect  the  perceived  financial  strength  (credit  quality) of debt
issuers.  Debt securities rated "investment  grade" (deemed to be of high enough
credit quality to be appropriate  investments for banks and other  institutions)
by S&P are those rated BBB or higher (the highest rating is AAA).

o WEIGHTED AVERAGE MATURITY (WAM),  another  measurement of the sensitivity of a
fixed-income  portfolio to interest  rate  changes,  indicates  the average time
until the securities in the portfolio  mature,  weighted by dollar  amount.  The
longer the WAM, the more interest  rate  exposure and interest rate  sensitivity
the portfolio has.

RETURNS

o TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

o AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations in a fund's return;  they are not the same as  year-by-year  results.
For  fiscal   year-by-year  total  returns,   please  refer  to  the  "Financial
Highlights" on pages 19 and 20.

EQUITY TERMS

o  BLUE-CHIP  STOCKS--generally   considered  to  be  the  stocks  of  the  most
established  companies in American  industry.  They are generally large,  fairly
stable  companies that have  demonstrated  consistent  earnings and usually have
long-term growth potential. Examples include General Electric and Coca-Cola.

o CYCLICAL  STOCKS--generally  considered  to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of  automobile  manufacturers,  steel  producers  and textile
operators.

o GROWTH  STOCKS--generally  considered to be the stocks of companies  that have
experienced  above-average  earnings  growth and appear  likely to continue such
growth.  These  stocks  often sell at high P/E ratios.  Examples can include the
stocks of high-tech, healthcare and consumer staple companies.

o  LARGE-CAPITALIZATION  ("LARGE-CAP")  STOCKS--generally  considered  to be the
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

o  MEDIUM-CAPITALIZATION  ("MID-CAP")  STOCKS--  generally  considered to be the
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock)  between $1  billion  and $5  billion.  These tend to be the
stocks that make up the S&P MidCap 400.

o PRICE/EARNINGS (P/E) RATIO--a stock value measurement calculated by dividing a
company's stock price by its earnings per share,  with the result expressed as a
multiple  instead  of as a  percentage.  (Earnings  per share is  calculated  by
dividing the after-tax earnings of a corporation by its outstanding shares.)

o  SMALL-CAPITALIZATION  ("SMALL-CAP")  STOCKS-- generally  considered to be the
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 Index.

o VALUE  STOCKS--generally  considered to be stocks that are  purchased  because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.


ANNUAL REPORT                                              GLOSSARY       29

[american century logo]
American
Century(reg.sm)

P.O. BOX 419200 
KANSAS CITY, MISSOURI 
64141-6200

INVESTOR SERVICES:  
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:  
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:   
1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS, INC.


INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI


THIS REPORT AND THE FINANCIAL  STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR THE
GENERAL  INFORMATION  OF OUR  SHAREHOLDERS.  THE  REPORT IS NOT  AUTHORIZED  FOR
DISTRIBUTION  TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED OR  ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.


AMERICAN CENTURY INVESTMENT SERVICES, INC.


9712           [recycled logo]
SH-BKT-10463      Recycled
<PAGE>
                                     ANNUAL
                                     REPORT

                             [american century logo]
                                    American
                                 Century(reg.sm)

                                OCTOBER 31, 1997

                                     BENHAM
                                      GROUP

                                  Cash Reserve


                               TABLE OF CONTENTS

Report Highlights .......................................................      1
Our Message to You ......................................................      2
Performance & Portfolio Information .....................................      3
Management Q & A ........................................................      4
Schedule of Investments .................................................      6
Statement of Assets and Liabilities .....................................      9
Statement of Operations .................................................     10
Statements of Changes in Net Assets .....................................     11
Notes to Financial Statements ...........................................     12
Financial Highlights ....................................................     15
Independent Auditors' Report ............................................     16
Proxy Voting Results ....................................................     17
Share Class and Retirement
Account Information .....................................................     19
Background Information
           Investment Philosophy & Policies .............................     20
           Comparative Indices ..........................................     20
           Lipper Rankings ..............................................     20
           Investment Team Leaders ......................................     20
Glossary ................................................................     21

       American Century  Investments  offers you nearly 70 fund choices covering
stocks,  bonds,  money markets,  specialty  investments and blended  portfolios.
We've organized our funds into three distinct groups,  based on investment style
and objectives, to help simplify your fund decisions. These groups appear below.

                   AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                American Century       Twentieth Century(reg. tm)
     Group(reg. tm)                 Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
     Cash Reserve


WE WELCOME YOUR COMMENTS OR QUESTIONS ABOUT THIS REPORT.

SEE THE BACK COVER FOR WAYS TO CONTACT US BY MAIL, PHONE OR E-MAIL.

Twentieth  Century and American Century are registered marks of American Century
Services  Corporation.  Benham Group is a registered  mark of Benham  Management
Corporation.


                                              AMERICAN CENTURY INVESTMENTS


                               REPORT HIGHLIGHTS

MARKET PERSPECTIVE

*   U.S.  money  market  yields  rose during the year ended  October  31,  1997,
    largely  because of a  short-term  interest  rate  increase  by the  Federal
    Reserve.

*   The Fed raised short-term interest rates in March 1997 to head off potential
    inflation and slow the rapid pace of economic growth.

*   Money market yields rose sharply in March and April, especially in the weeks
    surrounding the Fed's action.

*   Inflation  remained low after the Fed rate hike, leading to a modest decline
    in money market yields between May and October.

MANAGEMENT Q&A

*   According to Lipper Analytical  Services,  the fund outperformed the average
    money market fund during the fiscal year ended October 31, 1997.

*   For much of the year, the fund was positioned  defensively,  with an average
    maturity of 35-45 days,  because of our expectations  for higher  short-term
    rates.

*   By July,  inflation  was still in check,  so we extended the fund's  average
    maturity  to 60 days,  though it  drifted  back to 50 days by the end of the
    period.

*   The fund  expanded  its  holdings  of  asset-backed  securities,  especially
    commercial paper backed by credit card receivables.

*   The fund was not directly affected by the recent financial problems in Asia.

*   Going forward,  we expect short-term interest rates to remain stable through
    early 1998, but we may see yields trend higher later in the year.

*   We plan  to  maintain  the  fund's  current  position  until  we see a clear
    direction for interest rates.

              CASH RESERVE
            INVESTOR CLASS(1)

TOTAL RETURNS:            AS OF 10/31/97
     6 Months                   2.58%(2)
     1 Year                        5.04%

7-DAY CURRENT YIELD:               5.14%
     (AS OF 10/31/97)

NET ASSETS:                 $1.2 billion
     (AS OF 10/31/97)

INCEPTION DATE:                   3/1/85

TICKER SYMBOL:                     TWCXX

(1) See Share Classes, page 19.

(2) Not annualized.

Many of the investment  terms in this report are defined in the Glossary on page
21.


ANNUAL REPORT                                     REPORT HIGHLIGHTS       1


                              OUR MESSAGE TO YOU

              [photo of James E. Stowers III and James M. Benham]

    During the twelve months ended October 31, 1997,  Cash Reserve  continued to
offer  shareholders  very  competitive  money market  returns.  In the following
pages, the fund's investment team provides details about the market and how your
fund was managed during the period.

    During the summer,  American  Century held its largest proxy vote ever. As a
result, we've been able to simplify fund management, eliminate overlapping funds
and adopt a unified fee structure for all Benham funds.

     To help us provide even better investment services,  we are taking steps to
strengthen our corporate  investment  team. In July,  American Century agreed to
enter into a  business  partnership  with J.P.  Morgan & Co.,  Inc.,  which will
become a significant  minority  shareholder of American Century Companies,  Inc.
J.P. Morgan has been in business for more than 150 years, serving  institutions,
governments and individuals with complex financial needs.

     Within the framework of this proposed  relationship,  American Century will
continue to operate as an independent  company.  Our corporate  management  team
will remain the same,  and the Stowers  family will retain voting control of the
company.  No changes in your fund's  investment  managers,  policies or fees are
anticipated as a result of this transaction.

    Another  step we took was to begin to  address  the year  2000  problem.  As
detailed in numerous news reports,  many of the world's  computer systems are at
risk because they cannot distinguish the year 2000 from the year 1900. A team of
computer  professionals  is  reviewing  each of American  Century's  systems and
programs to identify  and fix those that could  cause  problems.  Our goal is to
have all of our computer  systems and programs 100% year  2000-compliant  by the
end of 1998.

    On a more personal note, 1998 will be a landmark year for another reason. It
marks 40 years since Jim Stowers,  Jr. launched the first two Twentieth  Century
funds,  Growth and Select.  Not many fund companies have a 40-year track record,
nor have many built a fund family such as ours that consists of nearly 70 stock,
bond, money and diversified funds to help you achieve your financial goals.

    We're proud of the investment tools and services we can offer you, and we're
looking  forward to adding many more  distinctive  products  for your use in the
coming years.

    Sincerely,

/s/James E. Stowers III                  /s/James M. Benham
James E. Stowers III                     James M. Benham
Chief Executive Officer                  Vice Chairman
American Century Companies, Inc.         American Century Companies, Inc.


2     OUR MESSAGE TO YOU                     AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                      PERFORMANCE & PORTFOLIO INFORMATION

TOTAL RETURNS AS OF OCTOBER 31, 1997(1)
                                                                                       AVERAGE ANNUAL RETURNS
                                   6 MONTHS          1 YEAR           3 YEARS          5 YEARS        10 YEARS        LIFE OF FUND
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTOR CLASS (inception 3/1/85)

<S>                                  <C>              <C>              <C>              <C>             <C>  
Cash Reserve .....................   2.58%            5.04%            5.14%            4.18%           5.35%           5.60%

90-Day Treasury Bill Index .......   2.53%            5.15%            5.33%            4.58%           5.52%           5.74%

Average Money
Market
Instrument Fund(2) ...............   2.46%            4.87%            5.05%            4.23%           5.43%           5.67%(3)

Fund's Ranking
Among Money Market
Instrument Funds(2) ..............    --         118 out of 302   102 out of 233   109 out of 181   71 out of 107   55 out of 87(3)

- ------------------------------------------------------------------------------------------------------------------------------------
ADVISOR CLASS (inception 4/1/97)

Cash Reserve .....................   2.45%                                                                               2.83%

90-Day Treasury Bill Index .......   2.53%                                                                               2.97%
</TABLE>

(1)  RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.

(2)  ACCORDING TO LIPPER ANALYTICAL SERVICES.

(3)  SINCE  3/31/85,  THE DATE NEAREST THE FUND'S  INCEPTION  FOR WHICH DATA ARE
     AVAILABLE.

See pages 20-21 for more information  about returns,  the comparative  index and
Lipper fund rankings.

YIELDS AS OF OCTOBER 31, 1997 (Investor Class)

                              7-DAY              7-DAY
                             CURRENT           EFFECTIVE
                              YIELD              YIELD

Cash Reserve                   5.14%             5.27%

Yields are defined in the Glossary on page 21.


PORTFOLIO AT A GLANCE
                              10/31/97         10/31/96

Number of Securities             87               84
Weighted Average Maturity      50 days          46 days
Expense Ratio
  (for Investor Class)          0.68%            0.70%

Money market funds are neither insured nor guaranteed by the U.S. government.

Yields will fluctuate,  and there can be no assurance that the fund will be able
to maintain a stable $1.00 share price.

Past performance is no guarantee of future results.


ANNUAL REPORT                   PERFORMANCE & PORTFOLIO INFORMATION       3


                                MANAGEMENT Q&A

    An interview with Denise Tabacco and John Walsh,  portfolio  managers on the
Benham Cash Reserve fund investment team.

HOW DID THE FUND PERFORM?

    It  outperformed  the average  money market fund.  For the fiscal year ended
October 31, 1997, Cash Reserve posted a total return of 5.04%, compared with the
4.87%  average  return of the 302 "Money  Market  Instrument  Funds"  tracked by
Lipper  Analytical  Services.  (See the Total Returns table on the previous page
for other fund performance comparisons.)

HOW WAS THE FUND POSITIONED DURING THE FISCAL YEAR?

    We  positioned  the fund  defensively  for much of the  period,  keeping its
average   maturity  around  35-45  days.  This  positioning  was  based  on  our
expectations for a short-term interest rate increase by the Federal Reserve. The
Fed raised rates in March,  and the fund remained  defensive in  anticipation of
further Fed rate hikes.

    But by July,  it became clear that  inflation was still in check and the Fed
was holding interest rates steady,  so we gradually  extended the fund's average
maturity to around 60 days. We maintained this position through October,  though
we allowed the fund's  maturity to drift closer to 50 days toward the end of the
period.

WHY IS THE FUND  CURRENTLY  HOLDING  MORE  FLOATING-RATE  NOTES  THAN IT DID SIX
MONTHS AGO (SEE THE CHART BELOW)?

    Most of the  floaters we added in recent  months  were  issued by  insurance
agencies.  These securities  offered  attractive yields, and our credit research
staff  was able to  uncover  issues  with  high  credit  ratings.  Investing  in
insurance  floaters helped boost the fund's yield without  extending its average
maturity.

IN  THE  LAST  REPORT,  YOU  TALKED  ABOUT  EXPANDING  THE  FUND'S  HOLDINGS  OF
ASSET-BACKED  SECURITIES.  HAVE YOU  ADDED ANY MORE OF THESE  SECURITIES  TO THE
FUND'S PORTFOLIO?

    Yes. Our recent  purchases  focused on  asset-backed  commercial  paper.  In
particular,   the  fund   bought   part  of   several   pools  of  credit   card
receivables--known   as   Dakota   certificates--from   Citibank.   Asset-backed
commercial  paper tends to have  higher  yields  than most  ordinary  commercial
paper, and much of it carries credit  enhancements  that ensure a high degree of
credit quality.

    Our credit  research  team also plays an  important  role in our approach to
asset-backed  securities.  Several of our credit  analysts  specialize  in these
securities,  and we're  avoiding  the more  complex  issues that may have hidden
credit  risks.  We plan to  stick  with the  most  "plain-vanilla"  asset-backed
securities.

[pie charts]

PORTFOLIO COMPOSITION BY SECURITY TYPE (as of 10/31/97)
Commercial Paper            68%
Floating-Rate Notes         22%
Asset-Backed Securities      6%
Certificates of Deposit      4%

PORTFOLIO COMPOSITION BY SECURITY TYPE (as of 4/30/97)
Commercial Paper            74%
Floating-Rate Notes         13%
Asset-Backed Securities      5%
U.S. Government Agency
Securities                   5%
Certificates of Deposit      3%


4      MANAGEMENT Q & A                       AMERICAN CENTURY INVESTMENTS


                                MANAGEMENT Q&A

HAS THE FUND BEEN AFFECTED BY THE RECENT FINANCIAL MELTDOWN IN ASIA?

    Not directly.  The currency  crises in Hong Kong and Southeast Asia have led
to stock market declines around the globe. They've also made conditions worse in
Japan, where financial companies were already struggling with a weak economy and
bad real estate  loans.  In recent weeks,  a Japanese  bank and Japan's  fourth-
largest brokerage firm filed for bankruptcy.

    The fund has avoided  securities issued or guaranteed by Japanese  financial
institutions,  and we've  also  chosen  to stay  away from debt in the  emerging
markets of Southeast Asia. However,  the problems in this region could have some
impact on the U.S. economy and interest rates going forward.

LOOKING AHEAD, WHAT'S YOUR OUTLOOK FOR MONEY MARKET RATES?

    We think that money market rates will be fairly  stable  through early 1998.
It's been eight months since the Fed's pre-emptive interest rate hike, and we've
seen little sign of  inflation  since then.  As a result,  we think the Fed will
remain on hold through the end of 1997.

    However,  we could see higher money market yields later in 1998. If economic
growth remains solid and the unemployment rate continues to fall (it dipped to a
24-year  low of 4.7% in  October),  the Fed could take out an  insurance  policy
against inflation by raising short-term interest rates.

    In addition,  wage pressures have been building as a result of sustained low
unemployment levels.  Although corporations tend to pass on higher wage costs to
consumers by raising prices,  many businesses have held off to keep their prices
in line with their competitors.

    Productivity  gains and cost savings on benefits have helped these companies
maintain profit growth. But these factors may have run their course, which could
set the stage for rising prices--and money market yields--in the coming year.

WITH  THAT  OUTLOOK  IN MIND,  HOW WILL YOU  MANAGE  THE FUND  OVER THE NEXT SIX
MONTHS?

    We plan to maintain the fund's  average  maturity at around 50 days until we
see a more clear  direction on  inflation  and interest  rates.  For now,  we'll
continue to focus on commercial paper for most of the fund's assets,  but we may
look to expand the fund's holdings of floating-rate notes if a Fed rate increase
becomes more likely.

[pie charts]

PORTFOLIO COMPOSITION BY CREDIT RATING (as of 10/31/97)
A1+          77%
A1           21%
A2            2%

PORTFOLIO COMPOSITION BY CREDIT RATING (as of 4/30/97)
A1+          77%
A1           20%
A2            3%


ANNUAL REPORT                                      MANAGEMENT Q & A       5


<TABLE>
<CAPTION>
                            SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997


Principal Amount                 ($ in Thousands)                          Value
- --------------------------------------------------------------------------------------

COMMERCIAL PAPER(1)

AEROSPACE & DEFENSE--0.4%

<S>              <C>                                               <C>        
                 $  4,900   Allied Signal Inc., 5.50%, 11/10/97      $     4,893
                                                                  -------------------

BANKING--13.8%

                   19,500   ABN Amro Bank North America
                                Finance, Inc., 5.55%, 12/15/97            19,368

                   10,000   Banco de Credito, 5.60%, 1/6/98
                                (LOC: Barclays Bank PLC)                   9,897

                   30,000   Bankers Trust New York Corp.,
                                5.53%-5.60%, 11/24/97
                                through 4/16/98                           29,782

                    9,800   Bil North America, Inc.,
                                5.54%-5.62%, 12/5/97
                                through 1/8/98                             9,738

                   10,000   Demir Funding, 5.57%, 1/12/98
                                (LOC: Bayerische Vereinsbank
                                A.G.)                                      9,889

                   21,000   Garanti Funding Corporation,
                                5.53%-5.58%, 2/4/98 through
                                4/28/98 (LOC: Bayerische
                                Vereinsbank A.G.)                         20,576

                   22,000   Generale Bank S.A.,
                                5.53%-5.55%, 1/23/98                      21,719

                   22,500   IMI Funding Co. (USA),
                                5.55%-5.57%, 1/15/98
                                through 2/5/98                            22,211

                   20,000   Westdeutsche Landesbank
                                Girozentrale, 5.52%, 11/12/97
                                through 11/24/97                          19,948
                                                                  -------------------

                                                                         163,128
                                                                  -------------------

BUILDING PRODUCTS--0.7%

                    9,000   Cemex, S.A. De, 5.50%, 2/23/98                 8,842
                                                                  -------------------

DIVERSIFIED COMPANIES--1.4%

                   17,000   Mitsubishi International, 5.58%,
                                1/6/98                                    16,826
                                                                  -------------------

FINANCIAL SERVICES--19.8%

                    2,700   Cargill Inc., 5.51%, 12/8/97                   2,685

                   12,000   Corporate Receivables Corp.,
                                5.50%, 12/17/97 (Acquired
                                10/8/97, Cost $11,872)(2)                 11,915

                   13,000   Dakota Certificates  (Citibank),  
                                Series 1995-7,
                                5.67%, 11/3/97 (Acquired 8/18/97,
                                Cost $12,846)(2)                          12,996


Principal Amount                 ($ in Thousands)                          Value
- --------------------------------------------------------------------------------------

                  $10,000   Dakota Certificates (Citibank),
                                Series 1995-7, 5.69%,
                                11/10/97 (Acquired 8/14/97,
                                Cost $9,865)(2)                     $      9,986

                   25,000   Dakota Certificates (Citibank),  
                                Series 1995-7,
                                5.67%, 11/20/97 (Acquired 9/3/97,
                                Cost $24,700)(2)                          24,927

                   11,600   Dakota Certificates (Citibank),  
                                Series 1995-7,
                                5.69%, 12/10/97 (Acquired 9/10/97,
                                Cost $11,438)(2)                          11,531

                   31,000   Ford Motor Credit, 5.50%-5.51%,
                                12/15/97 through 12/19/97                 30,782

                   63,000   General Electric Capital Corp.,
                                5.53%-5.57%, 11/3/97
                                through 2/24/98                           62,441

                   23,800   General Motors Acceptance Co.,
                                5.61%-5.69%, 11/4/97
                                through 12/8/97                           23,722

                   23,200   Hitachi Credit America Corp.,
                                5.58%-5.60%, 11/25/97
                                through 1/16/98                           22,996

                   20,000   WCP Funding, Inc., 5.60%,
                                1/28/98 (Acquired 10/23/97,
                                Cost $19,698)(2)                          19,726
                                                                  -------------------

                                                                         233,707
                                                                  -------------------

FOOD & BEVERAGE--0.9%

                   10,500   Campbell Soup Co., 5.50%,
                                1/26/98                                   10,362
                                                                  -------------------

INSURANCE--7.3%

                   25,000   Anchor National Life, 5.52%,
                                11/20/97                                  24,927

                   45,000   General Re Corp., 5.51%-5.53%,
                                12/31/97 through 1/7/98                   44,564

                    4,000   Prudential Funding, 5.57%, 1/9/98
                                (Acquired 9/11/97, Cost
                                $3,926)(2)                                 3,957

                   10,000   Prudential Funding, 5.57%,
                                1/12/98 (Acquired 9/11/97,
                                Cost $9,811)(2)                            9,889

                    3,100   Safeco Corporation, 5.56%,
                                12/10/97 (Acquired 10/24/97,
                                Cost $3,077)(2)                            3,081
                                                                  -------------------

                                                                          86,418
                                                                  -------------------

SEE NOTES TO FINANCIAL STATEMENTS


6      SCHEDULE OF INVESTMENTS                AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997


Principal Amount                 ($ in Thousands)                          Value
- --------------------------------------------------------------------------------------

METALS & MINING--1.1%

                  $12,900   RTZ America Inc., 5.50%,
                                12/12/97                             $    12,819
                                                                  -------------------

OFFICE EQUIPMENT & SUPPLIES--1.5%

                   17,565   Hitachi America, Ltd.,
                                5.52%-5.60%, 11/25/97                     17,500
                                                                  -------------------

PETROLEUM REFINING--3.5%

                   26,500   Chevron Transport, 5.52%-5.55%,
                                11/21/97 through 2/17/98                  26,160

                    2,500   Chevron U.K. Investment PLC,
                                5.50%, 12/18/97                            2,482

                   13,100   Statoil-Den Norske Stats, 5.50%,
                                11/5/97                                   13,092
                                                                  -------------------

                                                                          41,734
                                                                  -------------------

PHARMACEUTICALS--2.8%

                   19,000   Glaxo Wellcome PLC, 5.53%,
                                11/28/97                                  18,921

                   14,000   Warner-Lambert Co., 5.50%,
                                12/31/97 (Acquired 9/8/97,
                                Cost $13,756)(2)                          13,872
                                                                  -------------------

                                                                          32,793
                                                                  -------------------

PUBLISHING--1.1%

                   13,000   Reed Elsevier Inc., 5.50%,
                                12/2/97 (Acquired 10/6/97,
                                Cost $12,887)(2)                          12,938
                                                                  -------------------

SECURITY BROKERS & DEALERS--9.3%

                    5,000   Bear Stearns Co., 5.56%, 1/12/98               4,944

                    9,000   BT Securities Corp., 5.52%,
                                12/22/97                                   8,930

                   20,000   Credit Suisse First Boston, Inc.,
                                5.52%, 2/2/98                             19,715

                   20,000   Goldman Sachs Group L.P., 5.52%,
                                11/18/97                                  19,948

                   30,000   Merrill Lynch & Co., 5.51%-5.59%,
                                11/6/97 through 1/12/98                   29,741

                   27,500   Morgan Stanley Group, Inc., 5.51%,
                                11/3/97 through 11/13/97                  27,463
                                                                  -------------------

                                                                         110,741
                                                                  -------------------

SOVEREIGN GOVERNMENTS
& AGENCIES--4.2%

                   50,000   Kingdom of Sweden, 5.50%-5.55%,
                                12/5/97 through 3/2/98                    49,471
                                                                  -------------------

TOTAL COMMERCIAL PAPER--67.8%                                            802,172
                                                                  -------------------


Principal Amount                 ($ in Thousands)                          Value
- --------------------------------------------------------------------------------------

CERTIFICATES OF DEPOSIT

                  $10,000   Caisse National, 5.90%, 8/11/98          $    10,000

                   20,000   Credit Agricole Indosuez, New York
                                Branch, 6.00%, 10/16/98
                                (Acquired 10/2/97, Cost
                                $20,000)(2)                               20,000

                   10,000   Deutsche Bank, A.G., 5.64%,
                                1/16/98                                    9,999

                    5,000   National Westminster Bank, 5.86%,
                                3/10/98                                    4,999
                                                                  -------------------

TOTAL CERTIFICATES OF DEPOSIT--3.8%                                       44,998
                                                                  -------------------
OTHER CORPORATE DEBT

BANKING--6.6%

                   23,750   American Express Centurion Bank,  
                                VRN, 5.62%, 11/23/97, resets 
                                monthly off the 1-month LIBOR
                                minus 0.03% with no caps                  23,750

                   14,500   First Bank Minneapolis, VRN, 5.59%,
                                11/19/97, resets monthly off the 
                                1-month LIBOR
                                minus 0.04% with no caps                  14,500

                   20,000   First Bank, N.A., VRN, 5.53%,  
                                11/19/97, resets monthly off the 
                                1-month LIBOR minus
                                0.09% with no caps                        19,994

                   20,000   PNC Bank, N.A., VRN, 5.55%,
                                11/10/97, resets monthly off the
                                1-month LIBOR minus 0.08%
                                with no caps                              19,998
                                                                  -------------------

                                                                          78,242
                                                                  -------------------

FINANCIAL SERVICES--3.0%

                   25,000   Abbey National Treasury Services PLC, VRN,
                                5.51%, 11/17/97, resets monthly 
                                off the 1-month
                                LIBOR minus 0.12% with no caps            24,990

                   10,000   Merrill Lynch & Co., VRN, 6.00%,
                                1/15/98, resets quarterly off the
                                3-month LIBOR plus 0.25% with
                                no caps                                   10,014
                                                                  -------------------

                                                                          35,004
                                                                  -------------------


ANNUAL REPORT                                    SCHEDULE OF INVESTMENTS            7


                            SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997


Principal Amount                 ($ in Thousands)                          Value
- --------------------------------------------------------------------------------------

INSURANCE--12.6%

                  $50,000   General  American Life Insurance  Company,  VRN,
                                5.86%, 11/21/97,  resets 
                                monthly off the 1-month
                                LIBOR plus 0.20% with no caps  
                                (Acquired  1/3/97
                                through 7/7/97, Cost
                                $50,000)(2)(3)                       $    50,000

                   17,000   Prudential Funding, VRN, 5.62%, 11/26/97, 
                                resets monthly off the  1-month  
                                LIBOR minus 0.04% with
                                no caps (Acquired
                                11/25/96, Cost $17,000)(2)                17,000

                   47,000   Transamerica Occidental Life Insurance 
                                Co., VRN, 5.66%,  11/3/97,  resets 
                                monthly off the 1-month
                                LIBOR with no caps (Acquired 6/30/97, 
                                Cost $47,000)(2)(3)                       47,000

                   23,500   Travelers Insurance Company (The),
                                VRN, 5.71%, 11/21/97, resets
                                monthly off the 1-month LIBOR
                                plus 0.05% with no caps
                                (Acquired 5/23/97, Cost
                                $23,500)(2)(3)                            23,500

                   11,700   Travelers Insurance Company (The),
                                VRN, 5.68%, 11/9/97, resets
                                monthly off the 1-month LIBOR
                                plus 0.05% with no caps
                                (Acquired 6/9/97, Cost
                                $11,700)(2)(3)                            11,700
                                                                  -------------------

                                                                         149,200
                                                                  -------------------

TOTAL OTHER CORPORATE DEBT--22.2%                                        262,446
                                                                  -------------------

ASSET-BACKED SECURITIES

                   23,500   ABSIT  97-C,  VRN,  5.625%,   11/17/97,   
                                resets monthly off the 1-month  
                                LIBOR  with  no caps
                                (Acquired 6/11/97, Cost
                                $23,500)(2)                               23,500

                   12,113   Americredit Automobile
                                Receivables Trust, Series 1997-C,
                                Class A1, 5.66%, 4/6/98                   12,113

                    8,700   Barnett Auto Trust, Series 1997-A,
                                Class A1, 5.65%, 4/15/98
                                (Acquired 9/18/97, Cost
                                $8,700)(2)                                 8,700


Principal Amount                 ($ in Thousands)                          Value
- --------------------------------------------------------------------------------------

                  $10,000   Ford Credit Auto Owner Trust,
                                Series 1997-B, Class A1, 5.75%,
                                10/15/98                             $    10,000

                   15,000   RACERS Series 1997-MM-8-5, VRN, 
                                5.64%, 11/28/97,
                                resets  monthly  off the  
                                1-month  LIBOR with no
                                caps (Acquired 8/29/97,
                                Cost $15,000)(2)                          15,000

                    2,461   Union Acceptance Corp., Series 1997-C, 
                                Class A1, 6.21%, 2/9/98 (Acquired 
                                9/10/97, Cost $2,461)(2)                   2,461

                    1,540   WFS Financial Owner Trust, Series
                                1997-A, Class A1, 5.63%,
                                3/20/98                                    1,540
                                                                  -------------------

TOTAL ASSET-BACKED SECURITIES--6.2%                                       73,314
                                                                  -------------------

TOTAL INVESTMENT SECURITIES--100.0%                                   $1,182,930
                                                                  ===================




NOTES TO SCHEDULE OF INVESTMENTS

LIBOR = LONDON INTERBANK OFFERED RATE

LOC = LETTER OF CREDIT

VRN = VARIABLE RATE NOTE. INTEREST RESET DATE IS INDICATED AND USED IN
      CALCULATING THE WEIGHTED AVERAGE PORTFOLIO MATURITY. RATE SHOWN IS
      EFFECTIVE OCTOBER 31, 1997.

RESETS= THE  FREQUENCY  WITH WHICH A  FIXED-INCOME  SECURITY'S  COUPON  CHANGES,
      BASED ON  CURRENT  MARKET  CONDITIONS  OR AN  UNDERLYING  INDEX.  THE MORE
      FREQUENTLY  A SECURITY  RESETS,  THE LESS RISK THE INVESTOR IS TAKING THAT
      THE COUPON WILL VARY SIGNIFICANTLY FROM CURRENT MARKET RATES.

(1)   THE RATES FOR COMMERCIAL PAPER ARE THE YIELD TO MATURITY AT PURCHASE.

(2)   SECURITY WAS PURCHASED  UNDER RULE 144A OR SECTION 4(2) OF THE  SECURITIES
      ACT OF 1933 OR IS OTHERWISE RESTRICTED AS TO RESALE AND, UNLESS REGISTERED
      UNDER THE ACT OR EXEMPTED FROM REGISTRATION, MAY ONLY BE SOLD TO QUALIFIED
      INSTITUTIONAL  INVESTORS.  THE AGGREGATE VALUE OF RESTRICTED SECURITIES AT
      OCTOBER 31, 1997,  WAS $353,679,  WHICH  REPRESENTED  30.1% OF NET ASSETS.
      RESTRICTED SECURITIES WHICH WERE ILLIQUID REPRESENTED 3.3% OF NET ASSETS.

(3)   FUNDING AGREEMENT.
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS


8      SCHEDULE OF INVESTMENTS                AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                      STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 1997

ASSETS                     ($ AND SHARES IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)
<S>                                                                  <C>       
Investment securities, at value (amortized cost and
  cost for federal income tax purposes) (Note 1) ...........        $ 1,182,930

Cash .......................................................                813

Interest receivable ........................................              1,427
                                                                    -----------
                                                                      1,185,170
                                                                    -----------
LIABILITIES

Disbursements in excess of demand deposit cash .............              4,056

Payable for capital shares redeemed ........................              3,926

Accrued management fees (Note 2) ...........................                606
                                                                    -----------
                                                                          8,588
                                                                    -----------
Net Assets .................................................        $ 1,176,582
                                                                    ===========
NET ASSETS CONSIST OF:

Capital (par value and paid in surplus) ....................        $ 1,176,666

Accumulated undistributed net realized
  loss from investment transactions ........................                (84)
                                                                    -----------
                                                                    $ 1,176,582
                                                                    ===========
Investor Class, $0.01 Par Value

Net assets .................................................        $ 1,175,975

Shares outstanding .........................................          1,176,059

Net asset value per share ..................................        $      1.00

Advisor Class, $0.01 Par Value

Net assets .................................................        $       607

Shares outstanding .........................................                607

Net asset value per share ..................................        $      1.00
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS


ANNUAL REPORT                   STATEMENT OF ASSETS AND LIABILITIES       9


<TABLE>
<CAPTION>
                            STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 1997

INVESTMENT INCOME                                               ($ IN THOUSANDS)

Income:

<S>                                                                    <C>    
Interest ...................................................           $ 70,709
                                                                       --------
Expenses:

Management fees (Note 2) ...................................              8,526

Distribution fees - Advisor Class ..........................                  1

Shareholder service fees - Advisor Class ...................                  1

Directors' fees and expenses ...............................                 12

                                                                          8,540
                                                                       --------
Net investment income ......................................             62,169
                                                                       --------
NET REALIZED LOSS ON INVESTMENTS

Net realized loss on investments ...........................                 (6)
                                                                       --------
Net Increase in Net Assets
  Resulting from Operations ................................           $ 62,163
                                                                       ========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS


10      STATEMENT OF OPERATIONS                AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                      STATEMENTS OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 1997
AND OCTOBER 31, 1996

Decrease in Net Assets                                1997              1996

OPERATIONS                                              ($ IN THOUSANDS)

<S>                                             <C>               <C>      
Net investment income ........................     $    62,169      $    67,104

Net realized gain (loss) on investments ......              (6)               2
                                                   -----------      -----------
Net increase in net assets
  resulting from operations ..................          62,163           67,106
                                                   -----------      -----------
DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:

  Investor Class .............................         (62,154)         (67,104)

  Advisor Class ..............................             (15)            --
                                                   -----------      -----------
Decrease in net assets from distributions ....         (62,169)         (67,104)
                                                   -----------      -----------
CAPITAL SHARE TRANSACTIONS (Note 3)

Net decrease in net assets from capital
  share transactions .........................        (170,512)        (122,448)
                                                   -----------      -----------
Net decrease in net assets ...................        (170,518)        (122,446)

NET ASSETS

Beginning of year ............................       1,347,100        1,469,546
                                                   -----------      -----------
End of year ..................................     $ 1,176,582      $ 1,347,100
                                                   ===========      ===========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS


ANNUAL REPORT                   STATEMENTS OF CHANGES IN NET ASSETS       11


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION--American  Century  Mutual  Funds,  Inc. (the  Corporation)  is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management investment company.  American Century - Benham Cash Reserve Fund (the
Fund) is one of the  thirteen  series of funds  issued by the  Corporation.  The
Fund's investment  objective is to obtain maximum current income consistent with
the preservation of principal and maintenance of liquidity.  The Fund intends to
pursue its investment objective by investing  substantially all of its assets in
a portfolio of money  market  instruments  and  maintaining  a weighted  average
maturity of not more than 90 days.  The Fund is  authorized to issue two classes
of shares:  the Investor Class and the Advisor Class.  The two classes of shares
differ  principally in their respective  shareholder  servicing and distribution
expenses and  arrangements.  All shares of the Fund  represent an equal pro rata
interest  in the  assets  of the class to which  such  shares  belong,  and have
identical voting, dividend,  liquidation and other rights and the same terms and
conditions,  except for class specific  expenses and exclusive rights to vote on
matters affecting only individual classes. The following significant  accounting
policies,  related to all classes of the Fund, are in accordance with accounting
policies generally accepted in the investment company industry.

    SECURITY   VALUATIONS--Securities   are  valued  at  amortized  cost,  which
approximates   current  value.  When  valuations  are  not  readily   available,
securities are valued at fair value as determined in accordance  with procedures
adopted by the Board of Directors.

    SECURITY  TRANSACTIONS--Security  transactions are accounted for on the date
purchased  or  sold.  Net  realized  gains  and  losses  are  determined  on the
identified cost basis, which is also used for federal income tax purposes.

    INVESTMENT  INCOME--Interest  income is recorded  on the  accrual  basis and
includes  amortization  of discounts  and  premiums.  Discounts and premiums are
amortized daily on a straight-line basis.

    REPURCHASE  AGREEMENTS--The  Fund may enter into repurchase  agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost.  The  Fund  requires  that  the  securities   purchased  in  a  repurchase
transaction be transferred to the custodian in a manner sufficient to enable the
Fund to obtain those  securities in the event of a default under the  repurchase
agreement.  ACIM  monitors,  on a  daily  basis,  the  value  of the  securities
transferred to ensure the value,  including accrued interest,  of the securities
under each repurchase  agreement is equal to or greater than amounts owed to the
Fund under each repurchase agreement.

    JOINT  TRADING  ACCOUNT--Pursuant  to  an  Exemptive  Order  issued  by  the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase  agreements that are  collateralized  by U.S.
Treasury or Agency obligations.

    INCOME TAX  STATUS--It is the policy of the Fund to  distribute  all taxable
income and net  capital  gains to  shareholders  and to  otherwise  qualify as a
regulated  investment  company under  provisions  of the Internal  Revenue Code.
Accordingly, no provision has been made for federal income taxes.

    DISTRIBUTIONS--Distributions  from net investment  income are declared daily
and  distributed  monthly.  The Fund does not  expect to realize  any  long-term
capital gains,  and  accordingly,  does not expect to pay any long-term  capital
gains distributions.

    At October 31, 1997,  accumulated  net realized  capital loss  carryovers of
$84,216 (expiring 2002 through 2004) may be used to offset future taxable gains.

    ADDITIONAL  INFORMATION--Certain  officers and directors of the  Corporation
are also officers and/or directors, and, as a group, controlling stockholders of
American Century  Companies,  Inc., the parent of the  Corporation's  investment
manager,  ACIM,  the  Corporation's  distributor,  American  Century  Investment
Services,  Inc. (ACIS), and the Corporation's  transfer agent,  American Century
Services Corporation.

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the reported  amounts of increases  and decreases in net assets
from operations  during the reporting  period.  Actual results could differ from
those estimates.


12      NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997
- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

    The  Corporation  has entered  into a  Management  Agreement  with ACIM that
provides the Fund with investment  advisory and management  services in exchange
for a single,  unified management fee per class. The Agreement provides that all
expenses of the Fund, except brokerage commissions, taxes, interest, expenses of
those  directors who are not considered  "interested  persons" as defined in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will be paid by ACIM. The fee is computed daily and paid monthly based
on each classes average daily closing net assets during the previous month.  The
annual  management  fee,  effective  August 1, 1997,  is 0.60% and 0.35% for the
Investor Class and Advisor Class, respectively.  The annual management fee prior
to August 1, 1997 was 0.70% and 0.45% for the Investor  Class and Advisor Class,
respectively.

    The Board of Directors has adopted a shareholder  services and  distribution
plan for the Advisor Class, pursuant to Rule 12b-1 of the Investment Company Act
of 1940. The Advisor Class Master  Distribution  and  Shareholder  Services Plan
provides that the Fund will pay ACIM an annual  distribution  fee equal to 0.25%
and service fee equal to 0.25%.  The fees are  computed  daily and paid  monthly
based on the  Advisor  Class's  average  daily  closing  net  assets  during the
previous month.  The  distribution  fee provides  compensation  for distribution
expenses  incurred by financial  intermediaries  in connection with distributing
shares of the Advisor Class including,  but not limited to, payments to brokers,
dealers, and financial institutions that have entered into sales agreements with
respect  to  shares of the fund.  The  service  fee  provides  compensation  for
shareholder  and  administrative  services  rendered by ACIM,  its affiliates or
independent third party providers.  Fees incurred under the Master  Distribution
and Shareholder  Services Plan during the period April 1, 1997  (commencement of
sale of Advisor class) through October 31, 1997, were $1,606.


ANNUAL REPORT                         NOTES TO FINANCIAL STATEMENTS       13


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997
- --------------------------------------------------------------------------------
3. CAPITAL SHARE TRANSACTIONS

  There are  2,000,000,000  and  1,000,000,000  shares of the Investor Class and
Advisor Class authorized for issuance,  respectively.  Transactions in shares of
the Fund were as follows:

                                                       Shares           Amount
INVESTOR CLASS                                             (IN THOUSANDS)

Year ended October 31, 1997

Sold .........................................       2,379,108      $ 2,379,108

Issued in reinvestment of distributions ......          61,040           61,040

Redeemed .....................................      (2,611,267)      (2,611,267)
                                                   -----------      -----------
Net decrease .................................        (171,119)     $  (171,119)
                                                   ===========      ===========
Year ended October 31, 1996

Sold .........................................       2,137,139      $ 2,137,139

Issued in reinvestment of distributions ......          64,608           64,608

Redeemed .....................................      (2,324,195)      (2,324,195)
                                                   -----------      -----------
Net decrease .................................        (122,448)     $  (122,448)
                                                   ===========      ===========
ADVISOR CLASS

April 1, 1997(1) through October 31, 1997

Sold .........................................           1,551      $     1,551

Issued in reinvestment of distributions ......              14               14

Redeemed .....................................            (958)            (958)
                                                   -----------      -----------
Net increase .................................             607      $       607
                                                   ===========      ===========
(1) Commencement of sale of the Advisor Class.


14      NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                                  Investor
Advisor
                                                                   Class                                 Class
                                          1997         1996        1995         1994        1993(1)      1997(2)
PER-SHARE DATA

Net Asset Value,
<S>                                       <C>          <C>         <C>          <C>          <C>          <C>  
Beginning of Period ....................  $1.00        $1.00       $1.00        $1.00        $1.00        $1.00
                                        ---------    ---------   ---------    ---------    ---------   ---------
Income From Investment Operations

  Net Investment Income ................  0.05         0.05        0.05         0.03         0.02         0.03
                                        ---------    ---------   ---------    ---------    ---------   ---------
Distributions

  From Net Investment Income ........... (0.05)       (0.05)      (0.05)       (0.03)       (0.02)       (0.03)
                                        ---------    ---------   ---------    ---------    ---------   ---------
Net Asset Value, End of Period .........  $1.00        $1.00       $1.00        $1.00        $1.00        $1.00
                                        =========    =========   =========    =========    =========   =========
  Total Return(3) ......................  5.04%        4.99%       5.38%        3.21%        2.30%        2.83%

RATIOS/SUPPLEMENTAL RATIOS

Ratio of Expenses
to Average Net Assets ..................  0.68%        0.70%       0.70%        0.80%        1.00%      0.91%(4)

Ratio of Net Investment Income
to Average Net Assets ..................  4.93%        4.88%       5.27%        3.18%        2.30%      4.81%(4)

Net Assets End
of Period (in thousands) ..............$1,175,975   $1,347,106   $1,469,546   $1,298,982  $1,256,012      $607
</TABLE>

(1) THE DATA  PRESENTED  HAS BEEN  RESTATED  TO GIVE EFFECT TO A 100 FOR 1 STOCK
    SPLIT IN THE FORM OF A STOCK DIVIDEND THAT OCCURRED ON NOVEMBER 13, 1993.

(2) APRIL 1, 1997  (COMMENCEMENT  OF SALE OF THE ADVISOR CLASS) THROUGH  OCTOBER
    31, 1997.

(3) TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS   AND  CAPITAL  GAINS
    DISTRIBUTIONS,  IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
    ANNUALIZED.

(4) ANNUALIZED.

SEE NOTES TO FINANCIAL STATEMENTS


ANNUAL REPORT                                  FINANCIAL HIGHLIGHTS       15


                         INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,

American Century Mutual Funds, Inc:

  We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of investments, of American Century - Benham Cash Reserve
Fund (the "Fund"),  one of the funds  comprising  American Century Mutual Funds,
Inc. (formerly  Twentieth Century Investors,  Inc.), as of October 31, 1997, and
the related statements of operations and changes in net assets for the year then
ended,  and the financial  highlights for the year then ended.  These  financial
statements  and the financial  highlights are the  responsibility  of the Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  and the  financial  highlights  based on our  audit.  The  financial
statements and the financial highlights of the Fund for each of the years in the
four-year  period ended  October 31, 1996 were audited by other  auditors  whose
report,  dated  November 20, 1996,  expressed  an  unqualified  opinion on those
statements and financial highlights.

  We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31, 1997 by  correspondence  with the  custodian,  brokers  and other  alternate
auditing procedures.  An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

  In our opinion,  such financial  statements and financial  highlights  present
fairly, in all material  respects,  the financial position of American Century -
Benham Cash Reserve Fund as of October 31, 1997, the results of its  operations,
the changes in its net assets,  and the financial  highlights  for the year then
ended in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
December 3, 1997


16      INDEPENDENT AUDITORS' REPORT           AMERICAN CENTURY INVESTMENTS


                             PROXY VOTING RESULTS

    An annual meeting of shareholders  was held on July 30, 1997, to vote on the
following  proposals.  All of the  proposals  received the required  majority of
votes and were adopted.

    A summary of voting results is listed below each proposal.

PROPOSAL 1:

    To elect a Board of Directors of nine members to hold office for the ensuing
year or until their successors are elected and qualified.

James E. Stowers, Jr.
    For:                                       725,411,828
    Withheld:                                  13,006,081

James E. Stowers III
    For:                                       725,506,170
    Withheld:                                  12,911,739

Thomas A. Brown
    For:                                       726,308,257
    Withheld:                                  12,109,652

Robert W. Doering, M.D.
    For:                                       725,296,111
    Withheld:                                  13,121,798

D.D. (Del) Hock
    For:                                       725,743,659
    Withheld:                                  12,674,250

Linsley L. Lundgaard
    For:                                       724,993,056
    Withheld:                                  13,424,853

Donald H. Pratt
    For:                                       726,189,516
    Withheld:                                  12,228,393

Lloyd T. Silver, Jr.
    For:                                       725,546,919
    Withheld:                                  12,870,990

M. Jeannine Strandjord
    For:                                       725,728,673
    Withheld:                                  12,689,236

PROPOSAL 2:

    To  vote  on  approval  of a  Management  Agreement  with  American  Century
Investment Management, Inc.

                                                INVESTOR          ADVISOR

    For:                                      717,981,074         650,484
    Against:                                   16,620,795            0
    Abstain:                                   3,384,652             0
    Broker Non-Vote:                            431,388              -

PROPOSAL 3:

    To vote on the  selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the Corporation.

    For:                                       722,888,740
    Against:                                   12,556,129
    Abstain:                                    2,973,040

PROPOSAL 4:

    To vote on the  adoption  of  standardized  investment  limitations  for the
following items:

*   Eliminate the fundamental investment limitation concerning diversification
    of investments.

    For:                                       698,001,990
    Against:                                   34,160,032
    Abstain:                                    5,824,499
    Broker Non-Vote:                             431,388

*   Amend the fundamental investment limitation concerning the issuance of
    senior securities.

    For:                                       697,430,754
    Against:                                   34,713,159
    Abstain:                                    5,842,608
    Broker Non-Vote:                             431,388


ANNUAL REPORT                                  PROXY VOTING RESULTS       17


                             PROXY VOTING RESULTS

*   Amend the fundamental investment limitation concerning borrowing.

    For:                                       694,844,763
    Against:                                   37,286,518
    Abstain:                                    5,855,240
    Broker Non-Vote:                             431,388

*   Amend the fundamental investment limitation concerning lending.

    For:                                       695,471,676
    Against:                                   36,672,237
    Abstain:                                    5,842,608
    Broker Non-Vote:                             431,388

*   Amend the fundamental  investment  limitation  concerning  concentration  of
    investments in a particular industry.

    For:                                       697,149,554
    Against:                                   34,992,106
    Abstain:                                    5,844,861
    Broker Non-Vote:                             431,388

*   Eliminate the fundamental investment limitation regarding investments in
    illiquid securities.

    For:                                       697,500,854
    Against:                                   34,626,548
    Abstain:                                    5,859,119
    Broker Non-Vote:                             431,388

*   Eliminate the fundamental limitation concerning investment in other
    investment companies.

    For:                                       698,089,288
    Against:                                   33,992,303
    Abstain:                                    5,904,930
    Broker Non-Vote:                             431,388

*   Amend the fundamental investment limitation concerning investments in real
    estate.

    For:                                       698,386,938
    Against:                                   33,694,653
    Abstain:                                    5,904,930
    Broker Non-Vote:                             431,388

*   Amend the fundamental investment limitation concerning underwriting.

    For:                                       698,256,405
    Against:                                   33,858,840
    Abstain:                                    5,871,276
    Broker Non-Vote:                             431,388

*   Amend the fundamental investment limitation concerning commodities.

    For:                                       696,183,770
    Against:                                   35,947,419
    Abstain:                                    5,855,332
    Broker Non-Vote:                             431,388

*   Eliminate the fundamental  limitation concerning investments in issuers with
    less than three years of continuous operations.

    For:                                       698,438,280
    Against:                                   33,643,311
    Abstain:                                    5,904,930
    Broker Non-Vote:                             431,388

*   Eliminate the fundamental limitation concerning short sales.

    For:                                       696,609,305
    Against:                                   35,507,606
    Abstain:                                    5,869,610
    Broker Non-Vote:                             431,388

*   Eliminate the fundamental investment limitation concerning margin purchases
    of securities.

    For:                                       696,883,172
    Against:                                   35,250,202
    Abstain:                                    5,853,147
    Broker Non-Vote:                             431,388


18      PROXY VOTING RESULTS                   AMERICAN CENTURY INVESTMENTS


                      SHARE CLASS AND RETIREMENT ACCOUNT
                                  INFORMATION

SHARE CLASSES

    Until  September  3, 1996,  Cash  Reserve  issued one class of fund  shares,
reflecting  the fact that most  investors  bought  their  shares  directly  from
American Century.  All investors paid the same annual unified management fee and
did not pay any  commissions  or other fees to  purchase  shares  from  American
Century.

    Now  more  share   purchases  are  made  by  investors   through   financial
intermediaries,  who are ordinarily compensated for the additional services they
provide.  In  September  1996,  American  Century  began to offer two classes of
shares  for Cash  Reserve.  One class is for  investors  who buy  directly  from
American   Century,   the  other  for  investors   who  buy  through   financial
intermediaries.

    The original class of Cash Reserve shares is called the INVESTOR CLASS.  All
shares issued and outstanding  before September 3, 1996, have been designated as
Investor  Class  shares.  Investor  Class  shares  may also be  purchased  after
September 3, 1996.  Investor Class  shareholders  do not pay any  commissions or
other fees for purchase of fund shares directly from American Century. Investors
who buy Investor Class shares through a broker-dealer may be required to pay the
broker-dealer a transaction fee.

    In  addition,  there  is an  ADVISOR  CLASS,  which is sold  through  banks,
broker-dealers,  insurance  companies  and  financial  advisors.  Advisor  Class
shares,  which  commenced  sales on April 1, 1997,  are  subject to a 0.50% Rule
12b-1  service and  distribution  fee.  Half of that fee is available to pay for
recordkeeping  and  administrative  services,  and half is  available to pay for
distribution  services provided by the financial  intermediary through which the
Advisor Class shares are purchased. The total expense ratio of the Advisor Class
shares  is 0.25%  higher  than the total  expense  ratio of the  Investor  Class
shares.

    Both  classes  of  shares  represent  a pro  rata  interest  in the fund and
generally have the same rights and preferences.

RETIREMENT ACCOUNT INFORMATION

    As required by law,  any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

    When you plan to  withdraw,  you may make your  election by  completing  our
Exchange/Redemption  form or an IRS Form W-4P. Call American  Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

    Remember,  even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


ANNUAL REPORT        SHARE CLASS AND RETIREMENT ACCOUNT INFORMATION       19


                            BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY & POLICIES

    The Benham Group  offers 38  fixed-income  funds,  ranging from money market
funds to long-term bond funds and including  both taxable and tax-exempt  funds.
Each fund is  managed  to  provide  a "pure  play" on a  specific  sector of the
fixed-income market. To ensure adherence to this principle,  the basic structure
of each fund's  portfolio  is tied to a specific  market  index.  Fund  managers
attempt  to add  value by making  modest  portfolio  adjustments  based on their
analysis of  prevailing  market  conditions.  Investment  decisions  are made by
management teams, which meet regularly to discuss market analysis and investment
strategies.

    In addition to these principles, each fund has its own investment policies:

    CASH RESERVE is a money market fund that seeks to provide interest income by
investing in a diversified portfolio of short-term money market securities.  The
fund must maintain a weighted average maturity of 90 days or less.

    An investment in Cash Reserve is neither  insured nor guaranteed by the U.S.
government.  Yields will fluctuate,  and there can be no assurance that the fund
will be able to maintain a stable net asset value of $1 per share.

COMPARATIVE INDICES

    The following index is used in the report for fund performance  comparisons.
It is not an investment product available for purchase.

    The 90-DAY  TREASURY BILL INDEX is derived from  secondary  market  interest
rates as published by the Federal Reserve Bank.

LIPPER RANKINGS

    LIPPER  ANALYTICAL  SERVICES,  INC. is an  independent  mutual fund  ranking
service that groups funds according to their investment objectives. Rankings are
based on  average  annual  returns  for each  fund in a given  category  for the
periods indicated. Rankings are not included for periods less than one year.

    The Lipper category for Cash Reserve is:

    MONEY MARKET  INSTRUMENT  FUNDS--funds  that intend to maintain a stable net
asset value and that invest in high-quality  financial  instruments rated in the
top two grades with dollar-weighted average maturities of less than 90 days.

- --------------------------------------------------------------------------------
INVESTMENT TEAM LEADERS
- --------------------------------------------------------------------------------
  Portfolio Managers                Denise Tabacco, John Walsh

  Credit Research Manager           Greg Afiesh
- --------------------------------------------------------------------------------

20      BACKGROUND INFORMATION                 AMERICAN CENTURY INVESTMENTS


                                   GLOSSARY

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For  fiscal  year-by-year  returns,  please  refer  to the  "Financial
Highlights" on page 15.

YIELDS

* 7-DAY  CURRENT  YIELD  is  calculated  based  on the  income  generated  by an
investment  in the fund over a seven-day  period and is  expressed  as an annual
percentage rate.

* 7-DAY  EFFECTIVE  YIELD is  calculated  similarly,  although  this  figure  is
slightly  higher than the fund's 7-Day  Current  Yield because of the effects of
compounding.  The 7-Day  Effective  Yield  assumes  that income  earned from the
fund's investments is reinvested and generating additional income.

PORTFOLIO STATISTICS

* NUMBER OF SECURITIES--the  number of different  securities held by a fund on a
given date.

*  WEIGHTED  AVERAGE  MATURITY  (WAM)--a  measurement  of the  sensitivity  of a
fixed-income  portfolio to interest rate changes. WAM indicates the average time
until the securities in the portfolio  mature,  weighted by dollar  amount.  The
longer the WAM, the more interest rate  exposure and  sensitivity  the portfolio
has.

* EXPENSE RATIO--the  operating expenses of the fund,  expressed as a percentage
of average net assets.  Shareholders pay an annual fee to the investment manager
for  investment  advisory  and  management  services.  The expenses and fees are
deducted from fund income, not from each shareholder account. (See Note 2 in the
Notes to Financial Statements.)

TYPES OF MONEY MARKET SECURITIES

* ASSET-BACKED SECURITIES--debt securities that represent ownership in a pool of
receivables, such as credit card debt, auto loans or mortgages.

*  CERTIFICATES  OF DEPOSIT  (CDS)--CDs  represent a bank's  obligation to repay
money deposited with it for a specified  period of time.  Different types of CDs
have different issuers.  For example,  Yankee CDs are issued by U.S. branches of
foreign banks, and Eurodollar CDs are issued in London by Canadian, European and
Japanese banks.

* COMMERCIAL PAPER  (CP)--short-term  debt issued by large corporations to raise
cash and to cover  current  expenses in  anticipation  of future  revenues.  The
maximum  maturity  for CP is 270 days,  although  most CP is issued in a one- to
50-day  maturity  range.  CP rates  generally track those of other widely traded
money market  instruments,  such as Treasury bills and  certificates of deposit,
but they are also influenced by the maturity date and the size and credit rating
of the issuer.

* FLOATING-RATE  NOTES  (FLOATERS)--debt  securities whose interest rates change
when a designated  base rate  changes.  The base rate is often the federal funds
rate,  the  90-day  Treasury  bill rate or the  London  Interbank  Offered  Rate
(LIBOR).  Floaters  are  considered  derivatives  because  they  "derive"  their
interest  rates from their  designated  base rates.  However,  floaters  are not
"risky" derivatives--their  behavior is similar to that of their designated base
rates. The SEC has recognized this similarity and does not consider  floaters to
be inappropriate investments for money market funds.

* U.S.  GOVERNMENT AGENCY SECURITIES-- debt securities issued by U.S. government
agencies  (such as the Federal Farm Credit Bank and the Federal Home Loan Bank).
Some  agency  securities  are  backed by the full  faith and  credit of the U.S.
government,  while  most  are  guaranteed  only  by the  issuing  agency.  These
securities  are issued with  maturities  ranging  from three months to 30 years.
Money  market  funds  invest  in  these  securities  when  they  have  remaining
maturities of 13 months or less.


ANNUAL REPORT                                              GLOSSARY       21

[american century logo]
American
Century(reg.sm)

P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200

INVESTOR SERVICES:
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS, INC.


INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI


THIS  REPORT AND THE  STATEMENTS  IT  CONTAINS  ARE  SUBMITTED  FOR THE  GENERAL
INFORMATION OF OUR  SHAREHOLDERS.  THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED  OR  ACCOMPANIED  BY  AN  EFFECTIVE
PROSPECTUS.


AMERICAN CENTURY INVESTMENT SERVICES, INC.


9712           [recycled logo]
SH-BKT-10498      Recycled
<PAGE>
                                    ANNUAL
                                    REPORT

                            [american century logo]
                                    American
                                Century(reg.sm)


                                OCTOBER 31, 1997


                                    BENHAM
                                     GROUP

                               Limited-Term Bond
                            Intermediate-Term Bond
                                  Benham Bond


                               TABLE OF CONTENTS

Report Highlights .........................................................    1
Our Message to You ........................................................    2
Market Perspective ........................................................    3
Corporate Credit Review ...................................................    4
Limited-Term Bond
           Performance & Portfolio Information ............................    5
           Management Q & A ...............................................    6
           Schedule of Investments ........................................    9
           Financial Highlights ...........................................   30
Intermediate-Term Bond
           Performance & Portfolio Information ............................   11
           Management Q & A ...............................................   12
           Schedule of Investments ........................................   15
           Financial Highlights ...........................................   31
Benham Bond
           Performance & Portfolio Information ............................   18
           Management Q & A ...............................................   19
           Schedule of Investments ........................................   22
           Financial Highlights ...........................................   32

Statements of Assets and Liabilities ......................................   24
Statements of Operations ..................................................   25
Statements of Changes in Net Assets .......................................   26
Notes to Financial Statements .............................................   27
Independent Auditors' Report ..............................................   33
Proxy Voting Results ......................................................   34
Share Class and Retirement
Account Information
Background Information
           Investment Philosophy & Policies ...............................   40
           Comparative Indices ............................................   40
           Lipper Rankings ................................................   40
           Investment Team Leaders ........................................   40
Glossary ..................................................................   41

       American Century  Investments  offers you nearly 70 fund choices covering
stocks,  bonds,  money markets,  specialty  investments and blended  portfolios.
We've organized our funds into three distinct groups,  based on investment style
and objectives, to help simplify your fund decisions. These groups appear below.

                 AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                American Century       Twentieth Century(reg. tm)
     Group(reg. tm)                 Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
    Limited-Term Bond
 Intermediate-Term Bond
      Benham Bond

WE WELCOME YOUR COMMENTS OR QUESTIONS ABOUT THIS REPORT.
SEE THE BACK COVER FOR WAYS TO CONTACT US BY MAIL, PHONE OR E-MAIL.

Twentieth  Century and American Century are registered marks of American Century
Services  Corporation.  Benham Group is a registered  mark of Benham  Management
Corporation.


                          AMERICAN CENTURY INVESTMENTS


                               REPORT HIGHLIGHTS

MARKET PERSPECTIVE

*   U.S.  fixed-income  securities produced strong returns during the year ended
    October 31, 1997, as yields fell substantially.

*   Yields rose early in the period in response to a  short-term  interest  rate
    increase by the Federal Reserve and because of uncertainty over inflation

*   Fixed-income  securities  benefited from a narrowing federal budget deficit,
    stock market volatility and increased demand.

*   Longer-maturity  bonds, which typically benefit more from declining interest
    rates, significantly outperformed shorter-maturity securities.

CORPORATE CREDIT REVIEW

*   Corporate credit quality continued to improve during the fiscal year.

*   Merger-and-acquisition  activity played a prominent role in corporate credit
    quality.

*   The erosion of barriers set in place by the  Glass-Steagall Act continued to
    provide  the  impetus  behind  the  merger-and-acquisition  activity  in the
    banking industry.

*   In the  electric  utility and  telecommunications  industries,  deregulation
    remains a key factor influencing credit quality.

LIMITED-TERM BOND

*   The fund's total return  outpaced the average  short  investment-grade  debt
    fund

*   We kept the fund's  duration  around 1.7 years  during the  period,  roughly
    neutral to its peers.

*   Going forward,  we will likely maintain the fund's current positioning until
    we feel more strongly about the strength of the U.S. economy.

INTERMEDIATE-TERM BOND

*   The  fund's  Investor  Class  shares  slightly  underperformed  the  average
    intermediate investment-grade debt fund.

*   We kept the fund's duration within a narrow range around 4.1 years,  roughly
    neutral to its peers.

*   Going forward,  we will likely maintain the fund's current position until we
    feel more strongly about the strength of the economy.

BENHAM BOND

*   The fund's  Investor  Class shares  matched the  performance  of the average
    A-rated corporate fund.

*   We  maintained  a steady,  conservative  approach  to  managing  the  fund's
    duration,keeping it within a narrow range of around 5 years.

*   Going forward,  we will continue  working closely with our research staff to
    uncover  attractively  valued  securities  with the potential to enhance the
    fund's return.

              LIMITED-TERM BOND

TOTAL RETURNS:               AS OF 10/31/97
     6 Months                      4.01%(1)
     1 Year                           6.30%

NET ASSETS:                   $15.3 million
     (AS OF 10/31/97)

INCEPTION DATE:                      3/1/94

TICKER SYMBOL:                          N/A


            INTERMEDIATE-TERM BOND
              INVESTOR CLASS(2)

TOTAL RETURNS:               AS OF 10/31/97
     6 Months                      6.20%(1)
     1 Year                           7.87%

NET ASSETS:                   $18.1 million
     (AS OF 10/31/97)

INCEPTION DATE:                      3/1/94

TICKER SYMBOL:                        TWITX


                BENHAM BOND
              INVESTOR CLASS(2)

TOTAL RETURNS:              AS OF 10/31/97
     6 Months                     7.02%(1)
     1 Year                          8.57%

NET ASSETS:                 $126.6 million
     (AS OF 10/31/97)

INCEPTION DATE:                     3/2/87

TICKER SYMBOL:                       TWLBX

(1) Not annualized.

(2) See Share Classes, page 37.


ANNUAL REPORT                                     REPORT HIGHLIGHTS       1


                              OUR MESSAGE TO YOU

              [photo of James E. Stowers III and James M. Benham]

    During the twelve months ended October 31, 1997,  investors in Limited-Term,
Intermediate-Term and Benham Bond funds continued to earn competitive returns as
U.S.  bond prices rose overall and yields fell  significantly.  In the following
pages, the funds' investment team provides details about the market and how your
fund was managed during the period.

    During the summer,  American  Century held its largest proxy vote ever. As a
result, we've been able to simplify fund management, eliminate overlapping funds
and adopt a unified fee structure for all Benham funds.

    To help us provide even better investment  services,  we are taking steps to
bolster our corporate  team. In July,  American  Century  agreed to enter into a
business  partnership  with  J.P.  Morgan  & Co.,  Inc.,  which  will  become  a
significant minority shareholder of American Century Companies, Inc. J.P. Morgan
has been in business for more than 150 years, serving institutions,  governments
and individuals with complex financial needs.

    Within the framework of this proposed  relationship,  American  Century will
continue to operate as an independent  company.  Our corporate  management  team
will remain the same,  and the Stowers  family will retain voting control of the
company.  No changes in your fund's  investment  managers,  policies or fees are
anticipated as a result of this transaction.

    Another  step we took was to begin to  address  the year  2000  problem.  As
detailed in numerous news reports,  many of the world's  computer systems are at
risk because they cannot distinguish the year 2000 from the year 1900. A team of
computer  professionals  is  reviewing  each of American  Century's  systems and
programs to identify  and fix those that could  cause  problems.  Our goal is to
have all of our computer  systems and programs 100%  year-2000  compliant by the
end of 1998.

    On a more personal note, 1998 will be a landmark year for another reason. It
marks 40 years since Jim Stowers,  Jr. launched the first two Twentieth  Century
funds,  Growth and Select.  Not many fund companies have a 40-year track record,
nor have many built a fund family such as ours that consists of nearly 70 stock,
bond,  money market and  diversified  funds to help you achieve  your  financial
goals.

    We're proud of the investment tools and services we can offer you, and we're
looking  forward to adding many more  distinctive  products  for your use in the
coming years.

    Sincerely,

/s/James E. Stowers III                  /s/James M. Benham
James E. Stowers III                     James M. Benham
Chief Executive Officer                  Vice Chairman
American Century Companies, Inc.         American Century Companies, Inc.


2      OUR MESSAGE TO YOU                     AMERICAN CENTURY INVESTMENTS


                              MARKET PERSPECTIVE

[line graph - data below]

TREASURY YIELD CURVES%

Years to Maturity      10/31/96       10/31/97
1                       5.400%          5.340%
2                       5.730%          5.600%
3                       5.860%          5.680%
4                       5.890%          5.740%
5                       6.070%          5.710%
6                       6.105%          5.775%
7                       6.140%          5.840%
8                       6.207%          5.837%
9                       6.273%          5.833%
10                      6.340%          5.830%
11                      6.375%          5.867%
12                      6.410%          5.904%
13                      6.445%          5.941%
14                      6.480%          5.978%
15                      6.515%          6.015%
16                      6.550%          6.052%
17                      6.585%          6.089%
18                      6.620%          6.126%
19                      6.655%          6.163%
20                      6.690%          6.200%
21                      6.685%          6.195%
22                      6.680%          6.190%
23                      6.675%          6.185%
24                      6.670%          6.180%
25                      6.665%          6.175%
26                      6.660%          6.170%
27                      6.655%          6.165%
28                      6.650%          6.160%
29                      6.645%          6.155%
30                      6.640%          6.150%

Source: Bloomberg Financial Markets

BONDS POST STRONG RETURNS

    U.S.  fixed-income  securities  posted strong  returns during the year ended
October 31, 1997.  Yields fell  substantially  across the maturity spectrum (see
the accompanying  graph),  causing the prices of Treasury and other fixed-income
securities to rise.  Longer-term  bonds,  which typically  benefit the most from
falling  interest  rates,  outperformed  shorter-term  securities--the  two-year
Treasury  returned  7.52%,  while the 30-year  Treasury  bond posted a return of
11.87%.

LOW INFLATION

    Investor  expectations for moderating economic growth and tame inflation led
to a bond  rally in the final  months of 1996.  By early  1997,  however,  those
positive expectations changed dramatically. Driving that change was surprisingly
strong first-quarter economic growth.  Concerned that inflation was on the verge
of accelerating,  the Federal Reserve (the Fed) raised short-term interest rates
in late March. In response,  investors pushed bond yields sharply higher through
mid-April amid worries that the Fed's rate hike was the first in a series.

    Though the pace of  economic  growth  moderated  during the second and third
quarters of 1997, it remained at a level that has historically  been accompanied
by rising prices.  However, the rising prices never  materialized--the  consumer
price index, viewed as the broadest gauge of costs for goods and services,  rose
at an annual  rate of only 1.8% for the  first 10 months of 1997.  The  unlikely
combination  of steady  growth  and low  inflation  kept the Fed in  heightened-
surveillance mode and led to investor uncertainty about the outlook for interest
rates.

    As the trend of moderate economic growth and low inflation continued, yields
on fixed-income  securities fell. With the economy growing at a non-inflationary
pace, the Fed also refrained from further interest rate increases.

SHRINKING SUPPLY, HIGHER DEMAND

    Fixed-income  securities  also  benefited  from a narrowing  federal  budget
deficit  during the period.  With the deficit  shrinking  to its lowest level in
nearly 30 years,  the Treasury  continued to reduce the amount of new securities
issued to finance government debt.

    Stock-market  volatility was another factor  supporting  bond prices late in
the  period.  Investors  turned  to bonds  as a safe  haven  from  equity-market
volatility.  High "real" interest rates (nominal interest rates minus inflation)
also made fixed-income  securities more attractive.  In addition,  U.S. interest
rates were generally higher than foreign rates,  which sparked  increased demand
for U.S. bonds from overseas investors.

LONG-TERM TREASURYS WERE BEST

    Stock-market  volatility in October  dampened the  performance  of corporate
securities,  which were otherwise the best-performing fixed-income sector during
the period.  Due to October's  setback,  however,  corporate bond returns dipped
slightly  below the  returns of  Treasury  bonds in the 10- to 30-year  maturity
range.  Nevertheless,  corporates  continued to benefit from a vibrant  national
economy and outpaced the returns of other fixed-income sectors.  Mortgage-backed
security  returns were also strong during the period,  producing  higher returns
than shorter-term Treasury and government agency securities.


ANNUAL REPORT                                    MARKET PERSPECTIVE       3


                            CORPORATE CREDIT REVIEW

[line graph - data below]

IMPROVING CORPORATE CREDIT QUALITY

               Number of Rating Changes
              Downgrades        Upgrades
'87              189              102
'88              237              138
'89              339              138
'90              433              98
'91              350              119
'92              227              136
'93              154              163
'94              160              183
'95              221              205
'96              184              283

Source: Moody's Investors Service


CONTINUED IMPROVEMENTS

    Corporate credit quality  continued to improve during the year ended October
31, 1997.  Historically low  unemployment  levels coupled with steady job growth
helped fuel the nation's seventh  consecutive year of economic  expansion.  With
that growth came steady corporate profits,  which contributed to a record number
of corporate credit rating upgrades.

    Airlines,  basic  materials and energy,  as well as the  financial  services
industry, were some of the areas benefiting the most from the improving economy.
Increased efficiencies, lower debt levels and the sale of underperforming assets
were all  reasons  leading  to  credit  improvements  in these  industries.  The
uncommonly  robust  market  environment  and low  inflation  levels  boosted the
profits of financial service providers.

CONSOLIDATION

    Merger-and-acquisition  activity  played  a  prominent  role  in the  credit
quality of companies in industries like banking,  defense and telecommunications
during the year. On the positive side, mergers and acquisitions can improve cash
flows and generate greater  long-term  efficiencies.  On the negative side, they
may result in more highly leveraged companies.

    The erosion of barriers set in place by the  Glass-Steagall Act continued to
provide the impetus  behind the  merger-and-acquisition  activity in the banking
industry.  This act restrains  the amount of revenue U.S.  banks can derive from
capital  market  activities.  Although  there  has  been  much  debate  over the
antiquity  of this act,  Congress  has been slow to change it. Bank  regulators,
however, have been active in their efforts to soften the regulations the act has
created.  Such steps have made it possible for U.S. banks to better compete with
other world banks, many of which do not face such limitations.

DEREGULATION

    In the  electric  utility and  telecommunications  industries,  deregulation
remains  a  key  factor  influencing  credit  quality.   The  newly  competitive
environment is forcing  utilities to become more efficient to survive as changes
occur at the state  level.  High-cost  electricity  states  such as  California,
Illinois and Massachusetts have been the most aggressive in legislating  changes
for  competition  in the  electric  utilities  industry.  Contrary  to  original
expectations,  though,  the  legislation  passed has been mostly  favorable  for
electric  utilities and consequently for creditors and investors in this sector.
Telecommunications  companies are also going  through a new wave of  competition
after passage of the Telecommunications Reform Act in 1996.

TEAM APPROACH

    To stay abreast of these and other developing trends, we use a team approach
to analyze corporate  credit.  We emphasize team analysis by professionals  with
experience in industries to which we have exposure.  Our analytical team members
focus on specific  industries to greater utilize their individual  expertise and
add value to our funds.


4      CORPORATE CREDIT REVIEW                AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                               LIMITED-TERM BOND
                                                                       AVERAGE ANNUAL RETURNS
                                   6 MONTHS          1 YEAR           3 YEARS      LIFE OF
FUND(1)
- -----------------------------------------------------------------------------------------------------
TOTAL RETURNS AS OF
OCTOBER 31, 1997(2)

<S>                                  <C>              <C>              <C>             <C>  
Limited-Term Bond .................. 4.01%            6.30%            6.88%           5.57%

Merrill Lynch 1- to 5-Year
Govt./Corp. Index .................. 4.75%            6.93%            7.75%           6.34%

Average Short Investment-Grade
Debt Fund(3) ....................... 3.86%            6.12%            6.61%           5.86%(4)

Fund's Ranking Among
Short Investment-Grade
Debt Funds(3) ......................   --          32 out of 100    24 out of 75    26 out of 63(4)

- ----------
(1)  INCEPTION DATE WAS MARCH 1, 1994.

(2) RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.

(3)  ACCORDING TO LIPPER ANALYTICAL SERVICES.

(4)  SINCE  3/31/94,  THE DATE NEAREST THE FUND'S  INCEPTION  FOR WHICH DATA ARE
     AVAILABLE.
</TABLE>

See pages 40-41 for more information  about returns,  the comparative  index and
Lipper fund rankings.


[mountain graph - data below]

GROWTH OF $10,000 OVER LIFE OF FUND
$10,000 investment made 3/1/94

                          Value on 10/31/97
                                       Merrill Lynch
                  Limited-Term         1- to 5-Year
                      Bond              Govt./Corp.
Mar-94              $10,000              $10,000
Mar-94              $9,933               $9,937
Apr-94              $9,888               $9,879
May-94              $9,887               $9,893
Jun-94              $9,907               $9,913
Jul-94              $9,999               $10,019
Aug-94              $10,030              $10,055
Sep-94              $9,990               $10,002
Oct-94              $9,992               $10,016
Nov-94              $9,953               $9,964
Dec-94              $9,980               $9,989
Jan-95              $10,102              $10,142
Feb-95              $10,230              $10,315
Mar-95              $10,291              $10,377
Apr-95              $10,393              $10,484
May-95              $10,582              $10,729
Jun-95              $10,621              $10,794
Jul-95              $10,650              $10,822
Aug-95              $10,722              $10,896
Sep-95              $10,795              $10,959
Oct-95              $10,881              $11,066
Nov-95              $10,986              $11,184
Dec-95              $11,072              $11,284
Jan-96              $11,169              $11,385
Feb-96              $11,108              $11,307
Mar-96              $11,095              $11,274
Apr-96              $11,089              $11,263
May-96              $11,119              $11,270
Jun-96              $11,194              $11,368
Jul-96              $11,236              $11,408
Aug-96              $11,256              $11,436
Sep-96              $11,365              $11,561
Oct-96              $11,477              $11,721
Nov-96              $11,577              $11,836
Dec-96              $11,562              $11,805
Jan-97              $11,616              $11,858
Feb-97              $11,644              $11,879
Mar-97              $11,640              $11,850
Apr-97              $11,730              $11,964
May-97              $11,810              $12,051
Jun-97              $11,888              $12,146
Jul-97              $12,029              $12,324
Aug-97              $12,026              $12,307
Sep-97              $12,118              $12,421
Oct-97              $12,201              $12,533

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

The line representing the fund's total return includes  operating expenses (such
as transaction costs and management fees) that reduce returns, while the index's
total return line does not.

PORTFOLIO AT A GLANCE
                                  10/31/97          10/31/96
Number of Securities                 43                 29
Weighted Average Maturity         3.2 years          2.1 years
Average Duration                  1.7 years          1.7 years
Expense Ratio                       0.69%              0.68%

YIELD AS OF OCTOBER 31, 1997
                                  30-DAY
                                    SEC
                                   YIELD
Limited-Term Bond                  5.45%

30-Day SEC Yield is defined in the Glossary on page 41.

Many of the investment  terms in this report are defined in the Glossary on page
41.


ANNUAL REPORT                                     LIMITED-TERM BOND       5


                               LIMITED-TERM BOND

MANAGEMENT Q & A

    An  interview  with Jeff  Houston and Bud Hoops,  portfolio  managers on the
Limited-Term Bond fund investment team.

HOW DID THE FUND PERFORM?

    For the fiscal year ended  October 31,  1997,  the fund's  total  return was
6.30%, compared with the 6.12% average return of the 100 "Short Investment-Grade
Debt Funds" tracked by Lipper Analytical  Services.  The fund's  benchmark,  the
Merrill Lynch 1- to 5-Year  Government/Corporate  Index,  returned 6.93% for the
period,  thanks  mainly  to its  longer  duration  compared  with the  fund.  In
addition,  the fund is subject to operating  expenses (such as transaction costs
and management  fees),  while the benchmark is not. (See the Total Returns table
on the previous page for other fund performance comparisons.)

HOW DID YOU MANAGE THE FUND'S DURATION DURING THE FISCAL YEAR?

    Due to interest  rate  uncertainty  during  much of the period,  we kept the
fund's duration within a narrow range around 1.7 years--roughly neutral compared
with its peers.  This position  helped  insulate the fund's returns from interim
market volatility.

    Rather than looking to add incremental  return through  aggressive  duration
management,  we  tried to add  value by  searching  for  what we  believed  were
undervalued securities with the potential to appreciate.

[bar chart - data below]

LIMITED TERM BOND'S ONE-YEAR RETURNS SINCE INCEPTION
(Periods ended October 31)
                                    Merrill Lynch
                Limited-Term         1- to 5-Year
                   Bond            Govt./Corp. Index
10/94*            -0.08%                0.16%
10/95             8.89%                10.48%
10/96             5.48%                 5.92%
10/97             6.30%                 6.93%

This graph  illustrates the fund's returns since its inception and compares them
with the index's returns.  The fund's total returns include operating  expenses,
while the index's do not. See page 40 for a definition of the index.

Past  performance  is no  guarantee  of future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

* Return from the fund's 3/1/94 inception date to 10/31/94.


6      LIMITED-TERM BOND                      AMERICAN CENTURY INVESTMENTS


                               LIMITED-TERM BOND

HOW DID THE  CORPORATE  CREDIT  RESEARCH  TEAM  HELP  LOCATE  THESE  UNDERVALUED
SECURITIES?

    Our strong credit research staff continued to make many accurate assessments
of specific credit  situations.  The credit team's  diligent  efforts led to the
purchase of many undervalued securities that subsequently  appreciated in value.
To  strengthen  our ability to locate such  securities,  we bolstered our credit
staff during the fiscal year, adding three new members to the team, including an
asset-backed securities specialist.  We feel our strong research staff gives the
fund a competitive  advantage,  allowing us to find attractive issues that other
funds lacking such resources might have passed by.

WHY DID CORPORATE SECURITIES PERFORM SO WELL DURING THE PERIOD?

    These securities continued to benefit from a vibrant national economy, which
has helped  strengthen U.S.  businesses and boost corporate  profits.  Corporate
bonds typically offer higher yields than many other  fixed-income  securities as
compensation for their greater credit risk. However, improving corporate balance
sheets have led to lower  yields for  corporate  debt and  stronger  demand from
investors.  The rapid pace of stock-financed  corporate mergers and acquisitions
also improved corporate credit by encouraging economies of scale and eliminating
inefficiencies.  Heavy demand from mutual fund managers and foreign  buyers also
helped increase prices and lower yields on corporate bonds.

    As a  result,  the  yield  spread,  or  interest  rate  difference,  between
comparable-maturity  corporate and Treasury securities  continued to decrease as
investors  reached for the higher  yields of  corporate  bonds.  This  continued
compression  made finding  attractively  valued  securities  in this sector more
difficult.

WHAT ARE SOME OF THE POSITIVE FACTORS THAT COULD COME INTO PLAY FOR FIXED-INCOME
SECURITIES OVER THE NEXT SIX MONTHS?

    Several  fairly  recent  developments  could  continue  to work in the  bond
market's favor going forward.  One of those would be continued  benign inflation
levels.  Another  factor would be further  improvements  in reducing the federal
budget deficit.  As the Treasury continues to issue fewer securities,  the value
of existing bonds increase.

    Stock-market  volatility  could  also play a role in  boosting  returns  for
asset-backed,  government agency, Treasury and other fixed-income securities. If
stocks remain volatile,  more investors could seek fixed-income  securities as a
safer investment alternative.  Corporate fixed-income securities, however, would
likely receive little benefit from such volatility.

[pie charts]

PORTFOLIO COMPOSITION BY SECURITY TYPE (as of 10/31/97)
Corporate Bonds                  40%
U.S. Treasury Securities         35%
Asset-Backed Securities          17%
Mortgage-Backed Securities        4%
Cash                              1%
Other                             3%

PORTFOLIO COMPOSITION BY SECURITY TYPE (as of 4/30/97)
U.S. Treasury Securities         33%
Corporate Bonds                  33%
Asset-Backed Securities          13%
Cash                             13%
Mortgage-Backed Securities        6%
U.S. Government Agency
Securities                        2%


ANNUAL REPORT                                     LIMITED-TERM BOND       7


                               LIMITED-TERM BOND

DO YOU HAVE ANY CONCERNS ABOUT THE MARKET GOING FORWARD?

    Yes, we have a few. The U.S. economic  expansion is now in its seventh year,
very old from a  historical  perspective.  Generally,  rising  prices  and other
cyclical  pressures  tend to  appear  this far into an  expansionary  phase.  We
believe the  historical  threat of such  pressures is part of the reason why the
Federal  Reserve  remains  concerned  about the prospects for inflation,  and we
share this concern.

WHAT MIGHT CAUSE THIS CONCERN TO BECOME REALITY?

    Further signs that wage pressures are causing  inflation to accelerate could
certainly do the trick.  If wages  continue to rise it could be a harbinger  for
higher interest  rates.  Such pressures could force the Federal Reserve to raise
short-term interest rates in order to keep inflation within manageable levels.

    Wages  and  other  employment  costs  are  an  important  consideration  for
inflation  because they account for nearly  two-thirds of total business  costs.
Although  savings  on  health  care and  benefits  and  improvements  in  worker
productivity  have  offset  wage  increases,  these  savings  may have run their
course.

WITH THIS OUTLOOK IN MIND, WHAT ARE YOUR PLANS FOR THE FUND GOING FORWARD?

    We plan to  maintain  the  fund's  neutral  duration  and  average  maturity
positions until we see a clearer  direction for the U.S.  economy and inflation.
We will  also  continue  working  closely  with our  research  staff to  uncover
attractively valued securities with the potential to enhance the fund's return.

[pie charts]

PORTFOLIO COMPOSITION BY CREDIT RATING (as of 10/31/97)
AAA           57%
AA             1%
A             17%
BBB           25%

PORTFOLIO COMPOSITION BY CREDIT RATING (as of 4/30/97)
AAA           67%
A             13%
BBB           20%


8      LIMITED-TERM BOND                      AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                            SCHEDULE OF INVESTMENTS
                               LIMITED-TERM BOND

OCTOBER 31, 1997

Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

U.S. TREASURY SECURITIES

<S>                <C>                                               <C>    
                   $2,000   U.S. Treasury Notes, 6.125%,
                                5/15/98                              $  2,007

                      600   U.S. Treasury Notes, 6.00%,
                                9/30/98                                   603

                      300   U.S. Treasury Notes, 5.625%,
                                11/30/98                                  300

                      500   U.S. Treasury Notes, 5.875%,
                                1/31/99                                   501

                      100   U.S. Treasury Notes, 5.00%,
                                2/15/99                                    99

                      400   U.S. Treasury Notes, 5.875%,
                                8/31/99                                   402

                      500   U.S. Treasury Notes, 6.375%,
                                5/15/00                                   508

                      250   U.S. Treasury Notes, 6.50%,
                                5/31/02                                   257

                      100   U.S. Treasury Notes, 6.25%,
                                6/30/02                                   102

                      400   U.S. Treasury Notes, 6.25%,
                                8/31/02                                   408
                                                                  -----------------

TOTAL U.S. TREASURY SECURITIES--34.9%                                   5,187
                                                                  -----------------
(Cost $5,155)

MORTGAGE-BACKED SECURITIES(1)

                      493   FNMA Pool #378698, 8.00%,
                                5/1/12                                    512

                      120   FNMA REMIC, Series 1991-21,
                                Class G PAC, 6.00%, 12/25/19              119
                                                                  -----------------

TOTAL MORTGAGE-BACKED SECURITIES-4.2%                                     631
                                                                  -----------------
   (Cost $627)

ASSET-BACKED SECURITIES(1)

                      200   First Merchants Auto Receivables
                                Corp., Series 1996-B, Class A2,
                                6.80%, 5/15/01                            204

                      250   FNMA Whole Loan, Series
                                1995-W1, Class A6, 8.10%,
                                4/25/25                                   259

                      500   Green Tree Financial Corporation,
                                Series 1995-7, Class A3, 6.35%,
                                11/15/26                                  504


Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

                   $  200   NationsBank Auto Owner Trust,
                                Series 1996-A, Class B1, 6.75%,
                                6/15/01                              $    204

                      500   Textron, Series 1997-A, Class A,
                                6.05%, 3/16/09                            501

                      200   The Money Store Home Equity
                                Trust, Series 1996-D, Class A3,
                                6.295%, 11/15/11                          201

                      200   United Companies Financial Corp.,
                                Home Equity Loan, Series
                                1996-B1, Class A2, 7.075%,
                                4/15/10                                   202

                      150   United Companies Financial Corp.,
                                Home Equity Loan, Series
                                1996-D1, Class A4, 6.776%,
                                2/15/16                                   152

                      300   World Omni Automobile Lease
                                Securitization, Series 1996-B,
                                Class A2, 6.20%, 11/15/02                 302
                                                                  -----------------

TOTAL ASSET-BACKED SECURITIES--17.0%                                    2,529
                                                                  -----------------
   (Cost $2,504)

CORPORATE BONDS

BANKING--4.1%

                      200   Capital One Bank, 6.74%,
                                5/31/99                                   201

                      200   Golden West Financial Corp.,
                                9.15%, 5/23/98                            204

                      200   MBNA Corp., 6.875%, 10/1/99                   203
                                                                  -----------------

                                                                          608
                                                                  -----------------

COMMUNICATIONS SERVICES--3.8%

                      500   TKR Cable Inc., 10.50%, 10/30/07              558
                                                                  -----------------

FINANCIAL SERVICES--22.8%

                      300   Advanta Corp., MTN, 7.00%,
                                5/1/01                                    300

                      500   Caterpillar Financial Services,
                                MTN, 6.49%, 10/15/99                      504

                      300   CIT Group Holdings, MTN, 6.625%,
                                9/13/99                                   303

                      350   Comdisco, Inc., 7.75%, 9/1/99                 361

                      200   Ford Motor Credit Co., 7.75%,
                                10/1/99                                   207

                      200   Franchise Finance Corp., 7.00%,
                                11/30/00                                  204

SEE NOTES TO FINANCIAL STATEMENTS


ANNUAL REPORT                                     LIMITED-TERM BOND       9


                            SCHEDULE OF INVESTMENTS
                               LIMITED-TERM BOND

OCTOBER 31, 1997

Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

                   $  250   General Motors Acceptance Corp.,
                                MTN, 7.30%, 2/2/98                  $    251

                      300   International Lease Finance Corp.,
                                6.375%, 1/18/00                          302

                      250   Lehman Brothers Holdings, Inc.,
                                6.625%, 11/15/00                         252

                      200   Paine Webber Group Inc., MTN,
                                7.96%, 4/28/00                           208

                      500   Salomon Inc., 6.65%, 7/15/01                 507
                                                                 -----------------

                                                                       3,399
                                                                 -----------------

REAL ESTATE--4.1%

                      300   Price REIT, Inc. (The), 7.25%,
                                11/1/00                                  307

                      300   Speiker Properties Inc., 6.80%,
                                12/15/01                                 306
                                                                 -----------------

                                                                         613
                                                                 -----------------

RETAIL (GENERAL MERCHANDISE)--0.7%

                      100   Dayton Hudson Co., 9.25%,
                                3/1/01                                   109
                                                                 -----------------

TOBACCO--3.4%

                      500   Philip Morris Companies, Inc.,
                                7.75%, 5/1/99                            512
                                                                 -----------------

UTILITIES--1.4%

                      200   Cincinnati Gas & Electric Co.,
                                5.80%, 2/15/99                           200
                                                                 -----------------

TOTAL CORPORATE BONDS--40.3%                                           5,999
                                                                 -----------------
   (Cost $5,925)

OTHER CORPORATE DEBT--3.1%

                      500   MBNA Global Capital Securities,
                                VRN, 6.52%, 11/3/97, resets
                                quarterly off the 3-month LIBOR
                                plus 0.80% with no caps,
                                final maturity 2/1/27                    458
                                                                 -----------------
   (Cost $465)


Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

TEMPORARY CASH INVESTMENTS--0.5%

       Repurchase Agreement, Goldman Sachs & Co.,
              Inc., (U.S. Treasury obligations), in a joint
              trading account at 5.65%, dated 10/31/97,
              due 11/3/97 (Delivery value $81)                    $       81
                                                                 -----------------

   (Cost $81)

TOTAL INVESTMENT SECURITIES-- 100.0%                                  $14,885
                                                                 =================
   (Cost $14,757)
</TABLE>

NOTES TO SCHEDULE OF INVESTMENTS

FNMA = FEDERAL NATIONAL MORTGAGE ASSOCIATION

LIBOR = LONDON INTERBANK OFFERED RATE

MTN = MEDIUM TERM NOTE

VRN = VARIABLE RATE NOTE. INTEREST RESET DATE IS INDICATED. RATE INDICATED IS
      EFFECTIVE OCTOBER 31, 1997.

RESETS= THE  FREQUENCY  WITH WHICH A  FIXED-INCOME  SECURITY'S  COUPON  CHANGES,
      BASED ON  CURRENT  MARKET  CONDITIONS  OR AN  UNDERLYING  INDEX.  THE MORE
      FREQUENTLY  A SECURITY  RESETS,  THE LESS RISK THE INVESTOR IS TAKING THAT
      THE COUPON WILL VARY SIGNIFICANTLY FROM CURRENT MARKET RATES.

(1)  FINAL MATURITY INDICATED. EXPECTED REMAINING MATURITY USED FOR PURPOSES OF
      CALCULATING THE WEIGHTED AVERAGE PORTFOLIO MATURITY.

SEE NOTES TO FINANCIAL STATEMENTS


10      LIMITED-TERM BOND                      AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                            INTERMEDIATE-TERM BOND

TOTAL RETURNS AS OF OCTOBER 31, 1997(1)
                                                                                AVERAGE ANNUAL RETURNS
                                            6 MONTHS          1 YEAR           3 YEARS       LIFE OF FUND
- --------------------------------------------------------------------------------------------------------------
INVESTOR CLASS (inception 3/1/94)

<S>                                           <C>              <C>              <C>          <C>  
Intermediate-Term Bond .....................  6.20%            7.87%            8.44%        6.49%

Lehman Intermediate Govt./Corp. Index ......  5.66%            7.49%            8.58%        6.54%

Average Intermediate Investment-Grade
Debt Fund(2) ...............................  6.38%            7.98%            8.95%        7.22%(3)

Fund's Ranking Among Intermediate
Investment-Grade Debt Funds(2) .............   --         103 out of 195    94 out of 139  58 out of 115(3)

- --------------------------------------------------------------------------------------------------------------
ADVISOR CLASS (inception 8/14/97)

Intermediate-Term Bond ...................................................................   2.33%

Lehman Intermediate Govt./Corp. Index ....................................................   2.28%(4)

(1)  RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.

(2)  ACCORDING TO LIPPER ANALYTICAL SERVICES.

(3)  SINCE  3/31/94,  THE DATE NEAREST THE CLASS'  INCEPTION  FOR WHICH DATA ARE
     AVAILABLE.

(4)  SINCE  8/31/97,  THE DATE NEAREST THE CLASS'  INCEPTION  FOR WHICH DATA ARE
     AVAILABLE.
</TABLE>
See pages 40-41 for more information  about returns,  the comparative  index and
Lipper fund rankings.


[mountain graph - data below]

GROWTH OF $10,000 OVER LIFE OF FUND  (Investor  Class) $10,000  investment  made
3/1/94

                       Value as of 10/31/97
              Intermediate-Term     Lehman Intermediate
                     Bond            Govt./Corp. Index
Mar-94              $10,000              $10,000
Mar-94              $9,856               $9,835
Apr-94              $9,784               $9,768
May-94              $9,798               $9,775
Jun-94              $9,800               $9,776
Jul-94              $9,926               $9,917
Aug-94              $9,950               $9,947
Sep-94              $9,881               $9,856
Oct-94              $9,876               $9,855
Nov-94              $9,840               $9,811
Dec-94              $9,879               $9,845
Jan-95              $10,014              $10,011
Feb-95              $10,200              $10,219
Mar-95              $10,264              $10,277
Apr-95              $10,369              $10,403
May-95              $10,701              $10,717
Jun-95              $10,753              $10,789
Jul-95              $10,743              $10,790
Aug-95              $10,863              $10,888
Sep-95              $10,949              $10,967
Oct-95              $11,080              $11,089
Nov-95              $11,232              $11,234
Dec-95              $11,372              $11,352
Jan-96              $11,472              $11,449
Feb-96              $11,286              $11,315
Mar-96              $11,215              $11,258
Apr-96              $11,154              $11,218
May-96              $11,129              $11,209
Jun-96              $11,253              $11,328
Jul-96              $11,277              $11,362
Aug-96              $11,264              $11,371
Sep-96              $11,448              $11,529
Oct-96              $11,674              $11,733
Nov-96              $11,861              $11,888
Dec-96              $11,743              $11,812
Jan-97              $11,802              $11,858
Feb-97              $11,833              $11,881
Mar-97              $11,713              $11,799
Apr-97              $11,857              $11,937
May-97              $11,955              $12,036
Jun-97              $12,088              $12,145
Jul-97              $12,407              $12,392
Aug-97              $12,296              $12,330
Sep-97              $12,468              $12,473
Oct-97              $12,592              $12,615

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

The line representing the fund's total return includes  operating expenses (such
as transaction costs and management fees) that reduce returns, while the index's
total return line does not.


PORTFOLIO AT A GLANCE
                                   10/31/97          10/31/96
Number of Securities                   58              49
Weighted Average Maturity           6.7 years       6.4 years
Average Duration                    4.1 years       4.0 years
Expense Ratio (Investor Class)        0.75%           0.74%


YIELD AS OF OCTOBER 31, 1997
                                    30-DAY
                                     SEC
                                    YIELD
Investor Class                       5.79%
Advisor Class                        5.54%

30-Day SEC Yield is defined in the Glossary on page 41.

Many of the investment  terms in this report are defined in the Glossary on page
41.


ANNUAL REPORT                                INTERMEDIATE-TERM BOND       11


                            INTERMEDIATE-TERM BOND

MANAGEMENT Q & A

    An  interview  with Jeff  Houston and Bud Hoops,  portfolio  managers on the
Intermediate-Term Bond fund investment team.

HOW DID THE FUND PERFORM?

    For the fiscal year ended October 31, 1997, the fund's Investor Class shares
returned 7.87%,  compared with the 7.98% average return of the 195 "Intermediate
Investment-Grade  Debt Funds" tracked by Lipper Analytical Services.  The fund's
returns surpassed its benchmark,  the Lehman Intermediate  Government/ Corporate
Index, which returned 7.49% for the period.  (See the Total Returns table on the
previous page for other fund performance comparisons.)

HOW DID YOU MANAGE THE FUND'S DURATION DURING THE FISCAL YEAR?

    We kept the fund's  duration  within a narrow  range around 4.1 years during
the period,  roughly neutral to its Lipper peer group. We chose this positioning
because of interest rate uncertainty.

WAS THIS NEUTRAL  POSITIONING THE MAIN REASON WHY THE FUND'S  PERFORMANCE WAS IN
LINE WITH ITS PEERS?

    Yes.  We tend to avoid  making  interest  rate bets that can cause  unwanted
volatility in the fund's returns.  Rather than looking to add incremental return
through  aggressive  duration  management,  we try to add  value  to the  fund's
returns in other ways.

[bar chart - data below]

INTERMEDIATE-TERM BOND'S ONE-YEAR RETURNS SINCE INCEPTION(1)
(Periods ended October 31)

              Intermediate-Term       Lehman Intermediate
                    Bond               Govt./Corp. Index
10/94(2)           -1.24%                 -1.45%
10/95              12.19%                 12.54%
10/96               5.36%                  5.81%
10/97               7.87%                  7.49%


This graph  illustrates the fund's returns since its inception and compares them
with the index's returns.  The fund's total returns include operating  expenses,
while the index's do not. See page 40 for a definition of the index.

Past  performance  is no  guarantee  of future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

(1) Investor Class.

(2) Return from the fund's 3/1/94 inception date to 10/31/94.


12      INTERMEDIATE-TERM BOND                 AMERICAN CENTURY INVESTMENTS


                            INTERMEDIATE-TERM BOND

    One method is to keep the majority of the fund's  assets in  higher-yielding
securities,  such as corporate debt, asset- and mortgage-backed  securities.  We
tend to look for these  types of  securities  when bond  yields  are  relatively
stable because  interest  payments  usually  comprise more of a bond's return in
such environments.

    Another is to actively search for what we believe are undervalued securities
with the potential to appreciate.

HOW DID THE CORPORATE CREDIT RESEARCH TEAM HELP LOCATE THESE UNDERVALUED
SECURITIES?

    We work closely with our credit research team,  which continued to make many
accurate assessments of specific credit situations.  The team's diligent efforts
led  to  the  purchase  of  many   undervalued   securities  that   subsequently
appreciatedin value.

    To strengthen our ability to locate such securities, we bolstered our credit
staff during the fiscal year, adding three new members to the team, including an
asset-backed securities specialist.  We feel our strong research staff gives the
fund a competitive  advantage,  allowing us to find attractive issues that other
funds lacking such resources might have passed by.

WHY DID CORPORATE SECURITIES PERFORM SO WELL DURING THE PERIOD?

    These securities continued to benefit from a vibrant national economy, which
has helped  strengthen U.S.  businesses and boost corporate  profits.  Corporate
bonds typically offer higher yields than many other  fixed-income  securities as
compensation for their greater credit risk. However, improving corporate balance
sheets have led to lower  yields for  corporate  debt and  stronger  demand from
investors.  The rapid pace of stock-financed  corporate mergers and acquisitions
also improved corporate credit by encouraging economies of scale and eliminating
inefficiencies.  Heavy demand from mutual fund managers and foreign  buyers also
helped increase prices and lower yields on corporate bonds.

    As a  result,  the  yield  spread,  or  interest  rate  difference,  between
comparable-maturity  corporate and Treasury securities  continued to decrease as
investors  reached for the higher  yields of  corporate  bonds.  This  continued
compression  made finding  attractively  valued  securities  in this sector more
difficult.

WHAT ARE SOME OF THE POSITIVE FACTORS THAT COULD COME INTO PLAY FOR FIXED-INCOME
SECURITIES OVER THE NEXT SIX MONTHS?

    Several  fairly  recent  developments  could  continue  to work in the  bond
market's favor going forward.  One of those would be continued  benign inflation
levels.  Another  factor would be further  improvements  in reducing the federal
budget deficit.  As the Treasury continues to issue fewer securities,  the value
of existing bonds increase.

    Stock  market  volatility  could also play a role in  boosting  returns  for
asset-backed, government agency, Treasury and other fixed-income securities.

[pie charts]

PORTFOLIO COMPOSITION BY SECURITY TYPE (as of 10/31/97)
Corporate Bonds                   55%
U.S. Treasury Securities          17%
Asset-Backed Securities            9%
Mortgage-Backed Securities         7%
Foreign Corporate Bonds            4%
Other                              8%

PORTFOLIO COMPOSITION BY SECURITY TYPE (as of 4/30/97)
Corporate Bonds                   55%
U.S. Treasury Securities          20%
Mortgage-Backed Securities         9%
Asset-Backed Securities            7%
Cash                               6%
Foreign Governments &
Agencies                           3%


ANNUAL REPORT                                 INTERMEDIATE-TERM BOND        13


                            INTERMEDIATE-TERM BOND

    If stocks remain volatile, more investors could seek fixed-income securities
as a safer investment alternative.  Corporate fixed-income securities,  however,
would likely receive little benefit from such volatility.

DO YOU HAVE ANY CONCERNS ABOUT THE MARKET GOING FORWARD?

    Yes, we have a few. The U.S. economic  expansion is now in its seventh year,
very old from a  historical  perspective.  Generally,  rising  prices  and other
cyclical  pressures  tend to  appear  this far into an  expansionary  phase.  We
believe the  historical  threat of such  pressures is part of the reason why the
Federal  Reserve  remains  concerned  about the prospects for inflation,  and we
share this concern.

WHAT MIGHT CAUSE THIS CONCERN TO BECOME REALITY?

    Further signs that wage pressures are causing  inflation to accelerate could
certainly do the trick.  If wages  continue to rise, it could be a harbinger for
higher  interest  rates.  That's because such pressures  could force the Federal
Reserve to raise  short-term  interest rates in order to keep  inflation  within
manageable levels.

    Wages  and  other  employment  costs  are  an  important  consideration  for
inflation  because they account for nearly  two-thirds of total business  costs.
Although  savings  on  health  care and  benefits  and  improvements  in  worker
productivity  have  offset  wage  increases,  these  savings  may have run their
course.

ARE THERE ANY OTHER MAJOR TRENDS YOU'RE MONITORING?

    We  continue  to watch  developments  in Asia  with a careful  eye.  Banking
problems  in  Japan  and  South  Korea  merit  close  scrutiny  because  of  the
potentially  negative  repercussions of such problems on U.S.  corporations with
large overseas investments.

WITH THIS OUTLOOK IN MIND, WHAT ARE YOUR PLANS FOR THE FUND GOING FORWARD?

    We plan to maintain  the fund's  neutral  posture for now,  keeping the fund
conservatively  positioned until we see a clearer direction for the U.S. economy
and inflation.

[pie charts]

PORTFOLIO COMPOSITION BY CREDIT RATING (as of 10/31/97)
AAA            45%
AA              4%
A              30%
BBB            21%

PORTFOLIO COMPOSITION BY CREDIT RATING (as of 4/30/97)
AAA            42%
AA              6%
A              32%
BBB            20%


14      INTERMEDIATE-TERM BOND                 AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                           SCHEDULE OF INVESTMENTS
                            INTERMEDIATE-TERM BOND

OCTOBER 31, 1997


Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

U. S. TREASURY SECURITIES

<S>                <C>                                               <C>   
                   $1,050   U. S. Treasury Notes, 6.00%,
                                9/30/98                             $  1,055

                      600   U. S. Treasury Notes, 5.875%,
                                8/31/99                                  602

                      100   U. S. Treasury Notes, 7.75%,
                                2/15/01                                  106

                      300   U. S. Treasury Notes, 6.50%,
                                5/31/02                                  309

                      600   U. S. Treasury Notes, 7.25%,
                                5/15/04                                  646

                      500   U. S. Treasury Notes, 5.875%,
                                11/15/05                                 499

                      225   U. S. Treasury Bonds, 7.625%,
                                2/15/25                                  266
                                                                 -----------------

TOTAL U.S. TREASURY SECURITIES--17.3%                                  3,483
                                                                 -----------------
   (Cost $3,409)

U.S. GOVERNMENT AGENCY SECURITIES-1.8%

                      350   FNMA, 7.49%, 5/22/07                         362
                                                                 -----------------
   (Cost $352)

MORTGAGE-BACKED SECURITIES(1)

                      679   FHLMC Pool #E00279, 6.50%,
                                2/1/09                                   681

                      273   FNMA Pool #250627, 8.00%,
                                7/1/26                                   284

                      471   GNMA Pool #002202, 7.00%,
                                4/20/26                                  472
                                                                 -----------------

TOTAL MORTGAGE-BACKED SECURITIES--7.1%                                 1,437
                                                                 -----------------
   (Cost $1,406)

ASSET-BACKED SECURITIES(1)

                      300   First Merchants Auto Receivables
                                Corp., Series 96B, Class A2,
                                6.80%, 5/15/01                           306

                      300   NationsBank Auto Owner Trust,
                                Series 1996-A, Class B1,
                                6.75%, 6/15/01                           306


Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

                   $  300   United Companies Financial Corp.,
                                Home Equity Loan, Series
                                1996-B1, Class A2, 7.075%,
                                4/15/10                             $    303

                      250   United Companies Financial Corp.,
                                Home Equity Loan, Series
                                1996-D1, Class A4, 6.78%,
                                2/15/16                                  254

                      400   United Companies Financial Corp.,
                                Home Equity Loan, Series
                                1996-D1, Class A5, 6.92%,
                                10/15/18                                 408

                      300   United Companies Financial Corp.,
                                Home Equity Loan, Series
                                1997-C, Class A7, 6.85%,
                                1/15/29                                  304
                                                                 -----------------

TOTAL ASSET-BACKED SECURITIES--9.3%                                    1,881
                                                                 -----------------
   (Cost $1,849)

CORPORATE BONDS

AUTOMOBILES & AUTO PARTS--1.6%

                      300   General Motors Corp. Global Notes,
                                9.625%, 12/1/00                          329
                                                                 -----------------

BANKING--8.6%

                      300   ABN Amro Bank NV (Chicago),
                                7.125%, 6/18/07                          312

                      500   BankAmerica Corp., 7.75%,
                                7/15/02                                  529

                      300   Capital One Bank, 5.95%,
                                2/15/01                                  296

                      250   Corestates Capital Corp., 5.875%,
                                10/15/03                                 243

                      350   Santander Financial Issuances, Ltd.,
                                7.00%, 4/1/06                            360
                                                                 -----------------

                                                                       1,740
                                                                 -----------------

COMMUNICATIONS EQUIPMENT--1.6%

                      300   Anixter International Inc., 8.00%,
                                9/15/03                                  317
                                                                 -----------------

SEE NOTES TO FINANCIAL STATEMENTS

ANNUAL REPORT                                INTERMEDIATE-TERM BOND       15


                            SCHEDULE OF INVESTMENTS
                            INTERMEDIATE-TERM BOND

OCTOBER 31, 1997


Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

COMMUNICATIONS SERVICES--2.9%

                   $  250   TKR Cable, Inc., 10.50%,
                                10/30/07                            $    279

                      300   Worldcom Inc., 7.55%, 4/1/04                 314
                                                                 -----------------

                                                                         593
                                                                 -----------------

DIVERSIFIED COMPANIES--1.5%

                      300   Hanson Overseas BV, 6.75%,
                                9/15/05                                  306
                                                                 -----------------

ENERGY--2.1%

                      200   Seagull Energy Corp., 7.50%,
                                9/15/27                                  203

                      200   Texaco Capital Inc., 9.45%, 3/1/00           215
                                                                 -----------------

                                                                         418
                                                                 -----------------

FINANCIAL SERVICES--13.7%

                      400   Advanta Corp., 7.00%, 5/1/01                 401

                      400   Chelsea GCA Realty Partners,
                                7.25%, 10/21/07                          404

                      200   Ford Motor Credit Co., 7.75%,
                                10/1/99                                  206

                      250   Ford Motor Credit Co., 6.75%,
                                5/15/05                                  255

                      300   Franchise Finance Corp., 7.00%,
                                11/30/00                                 306

                      300   Morgan Stanley Group, 6.875%,
                                3/1/07                                   307

                      250   Norwest Financial Inc., 6.25%,
                                11/1/02                                  253

                      300   Paine Webber Group Inc., MTN,
                                7.96%, 4/28/00                           312

                      300   Salomon Inc., 6.65%, 7/15/01                 304
                                                                 -----------------

                                                                       2,748
                                                                 -----------------

INSURANCE--4.4%

                      300   Aetna Services, Inc., 6.75%,
                                8/15/01                                  307

                      250   Nationwide Mutual Insurance Co.,
                                6.50%, 2/15/04 (Acquired
                                2/9/96, Cost $252)(2)                    249

                      300   Zurich Capital Trust I, 8.38%,
                                6/1/37 (Acquired 5/28/97
                                through 6/11/97, Cost $304)(2)           330
                                                                 -----------------

                                                                         886
                                                                 -----------------


Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

MEDIA & BROADCAST--1.3%

                   $  250   Time Warner Inc., 6.85%, 1/15/26        $    257
                                                                 -----------------

METALS & MINING--2.1%

                      400   Barrick Gold Corp., 7.50%, 5/1/07            423
                                                                 -----------------

REAL ESTATE--4.3%

                      350   Price REIT, Inc. (The), 7.25%,
                                11/1/00                                  358

                      200   Price REIT, Inc. (The), 7.125%,
                                6/15/04                                  205

                      300   Spieker Properties Inc., 6.80%,
                                12/15/01                                 306
                                                                 -----------------

                                                                         869
                                                                 -----------------

RETAIL (GENERAL MERCHANDISE)--2.7%

                      300   Dayton Hudson Co., 9.25%,
                                3/1/01                                   325

                      200   Sears, Roebuck & Co., Inc., MTN,
                                8.29%, 6/10/02                           216
                                                                 -----------------

                                                                         541
                                                                 -----------------

TOBACCO PRODUCTS--2.5%

                      250   Philip Morris Companies Inc.,
                                6.95%, 6/1/01                            257

                      250   Philip Morris Companies Inc.,
                                7.00%, 7/15/05                           254
                                                                 -----------------

                                                                         511
                                                                 -----------------

UTILITIES--5.3%

                      500   Calenergy Co., Inc., 7.63%,
                                10/15/07                                 506

                      250   Idaho Power Co., 8.65%, 1/1/00               264

                      300   Pacific Gas & Electric Co., Series
                                93C, 6.25%, 8/1/03                       301
                                                                 -----------------

                                                                       1,071
                                                                 -----------------

TOTAL CORPORATE BONDS--54.6%                                          11,009
                                                                 -----------------
   (Cost $10,715)

SEE NOTES TO FINANCIAL STATEMENTS


16      INTERMEDIATE-TERM BOND                 AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS
                            INTERMEDIATE-TERM BOND

OCTOBER 31, 1997


Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

FOREIGN CORPORATE BONDS (U.S. $ DENOMINATED)

                   $  400   Huchison Whampoa Financial,
                                6.95%, 8/1/07, (Acquired
                                8/21/97 through 9/12/97,
                                Cost $392)(2)                       $    371

                      350   Wharf International Finance Ltd.,
                                7.625%, 3/13/07                          363
                                                                 -----------------

TOTAL FOREIGN CORPORATE BONDS--3.7%                                      734
                                                                 -----------------
   (Cost $789)

OTHER CORPORATE DEBT--1.2%

                      250   Nationsbank Capital Trust III, VRN,
                                6.31%, 1/15/98, resets
                                quarterly off the 3-month
                                LIBOR plus 0.55%,
                                final maturity 1/15/27                   247
                                                                 -----------------
   (Cost $245)

SOVEREIGN GOVERNMENTS & AGENCIES--1.1%

                      200   Hydro-Quebec, 7.375%, 2/1/03                 209
                                                                 -----------------
   (Cost $205)

TEMPORARY CASH INVESTMENTS--3.9%

       Repurchase Agreement, Goldman Sachs & Co.,
              Inc., (U.S. Treasury obligations), in a joint
              trading account at 5.65%, dated 10/31/97,
              due 11/3/97 (Delivery value $792)                          792
                                                                 -----------------
   (Cost $792)

TOTAL INVESTMENT SECURITIES--100.0%                                   $20,154
                                                                 =================
   (Cost $19,762)
</TABLE>

NOTES TO SCHEDULE OF INVESTMENTS

FHLMC = FEDERAL HOME LOAN MORTGAGE CORPORATION

FNMA = FEDERAL NATIONAL MORTGAGE ASSOCIATION

GNMA = GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

LIBOR = LONDON INTERBANK OFFERED RATE

MTN = MEDIUM TERM NOTE

VRN = VARIABLE RATE NOTE. INTEREST RESET DATE IS INDICATED. RATE INDICATED IS
      EFFECTIVE OCTOBER 31, 1997.

RESETS= THE  FREQUENCY  WITH WHICH A  FIXED-INCOME  SECURITY'S  COUPON  CHANGES,
      BASED ON  CURRENT  MARKET  CONDITIONS  OR AN  UNDERLYING  INDEX.  THE MORE
      FREQUENTLY  A SECURITY  RESETS,  THE LESS RISK THE INVESTOR IS TAKING THAT
      THE COUPON WILL VARY SIGNIFICANTLY FROM CURRENT MARKET RATES.

(1)  FINAL MATURITY INDICATED. EXPECTED REMAINING AVERAGE LIFE USED FOR PURPOSES
     OF CALCULATING THE WEIGHTED AVERAGE PORTFOLIO MATURITY.

(2)  SECURITY WAS PURCHASED  UNDER RULE 144A OF THE  SECURITIES ACT OF 1933 AND,
     UNLESS REGISTERED UNDER THE ACT OR EXEMPTED FROM REGISTRATION,  MAY ONLY BE
     SOLD  TO  QUALIFIED  INSTITUTIONAL   INVESTORS.   THE  AGGREGATE  VALUE  OF
     RESTRICTED  SECURITIES AT OCTOBER 31, 1997 WAS $950, WHICH REPRESENTED 4.7%
     OF NET ASSETS.

SEE NOTES TO FINANCIAL STATEMENTS


ANNUAL REPORT                                INTERMEDIATE-TERM BOND       17


<TABLE>
<CAPTION>
                                  BENHAM BOND

TOTAL RETURNS AS OF OCTOBER 31, 1997(1)

                                                                                       AVERAGE ANNUAL RETURNS
                                   6 MONTHS          1 YEAR           3 YEARS          5 YEARS        10 YEARS       LIFE OF FUND
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTOR CLASS
(inception 3/2/87)

<S>                                  <C>              <C>             <C>               <C>             <C>          <C>  
Benham Bond .......................  7.02%            8.57%           10.10%            7.12%           8.95%        7.77%

Lehman Aggregate Bond Index .......  7.07%            8.89%           10.05%            7.51%           9.25%        8.49%

Average A-Rated
Corporate
Debt Fund(2) ......................  7.07%            8.52%             9.69%           7.33%           9.12%        8.25%(3)

Fund's Ranking Among
A-Rated
Corporate Debt Funds(2) ...........   --          53 out of 131    28 out of 101    32 out of 54    21 out of 34    22 out of 29(3)

- ------------------------------------------------------------------------------------------------------------------------------------
ADVISOR CLASS
(inception 8/8/97)

Benham Bond .......................................................................................................  3.27%

Lehman Aggregate Bond Index .......................................................................................  2.95%(4)

- ----------
(1)  RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.

(2)  ACCORDING TO LIPPER ANALYTICAL SERVICES.

(3)  SINCE  3/31/87,  THE DATE NEAREST THE CLASS'  INCEPTION  FOR WHICH DATA ARE
     AVAILABLE.

(4)  SINCE  8/31/97,  THE DATE NEAREST THE CLASS'  INCEPTION  FOR WHICH DATA ARE
     AVAILABLE.
</TABLE>

See pages 40-41 for more information  about returns,  the comparative  index and
Lipper fund rankings.

[mountain graph - data below]

GROWTH OF  $10,000  OVER TEN YEARS  (Investor  Class)  
$10,000  investment  made 10/31/87

                          Value of 10/31/97
                                       Lehman Aggregate
                   Benham Bond            Bond Index
Oct-87               $10,000               $10,000
Dec-87               $10,383               $10,217
Mar-88               $10,825               $10,601
Jun-88               $10,881               $10,726
Sep-88               $11,088               $10,940
Dec-88               $11,249               $11,023
Mar-89               $11,287               $11,149
Jun-89               $12,316               $12,037
Sep-89               $12,358               $12,173
Dec-89               $12,822               $12,626
Mar-90               $12,363               $12,525
Jun-90               $12,818               $12,982
Sep-90               $12,766               $13,094
Dec-90               $13,597               $13,756
Mar-91               $13,879               $14,140
Jun-91               $14,035               $14,372
Sep-91               $14,979               $15,188
Dec-91               $15,976               $15,958
Mar-92               $15,632               $15,754
Jun-92               $16,279               $16,391
Sep-92               $16,999               $17,095
Dec-92               $16,870               $17,141
Mar-93               $17,602               $17,849
Jun-93               $18,056               $18,322
Sep-93               $18,610               $18,801
Dec-93               $18,580               $18,812
Mar-94               $17,976               $18,272
Jun-94               $17,682               $18,084
Sep-94               $17,719               $18,194
Dec-94               $17,747               $18,263
Mar-95               $18,690               $19,184
Jun-95               $20,013               $20,352
Sep-95               $20,419               $20,751
Dec-95               $21,348               $21,635
Mar-96               $20,827               $21,252
Jun-96               $20,865               $21,373
Sep-96               $21,215               $21,768
Dec-96               $21,867               $22,422
Mar-97               $21,720               $22,296
Jun-97               $22,495               $23,114
Sep-97               $23,280               $23,882
Oct-97               $23,567               $24,228

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

The line representing the fund's total return includes  operating expenses (such
as transaction costs and management fees) that reduce returns, while the index's
total return line does not.

PORTFOLIO AT A GLANCE
                                  10/31/97         10/31/96
Number of Securities                  46              46
Weighted Average Maturity         10.8 years      11.0 years
Average Duration                   5.0 years       5.0 years
Expense Ratio (Investor Class)       0.80%           0.79%

YIELD AS OF OCTOBER 31, 1997
                                    30-DAY
                                      SEC
                                     YIELD
Investor Class                       6.09%
Advisor Class                        5.78%

30-Day SEC Yield is defined in the Glossary on page 41.

Many of the investment  terms in this report are defined in the Glossary on page
41.


18      BENHAM BOND                            AMERICAN CENTURY INVESTMENTS


                                  BENHAM BOND

MANAGEMENT Q & A

    An  interview  with Bud Hoops and Jeff  Houston,  portfolio  managers on the
Benham Bond fund investment team.

HOW DID THE FUND PERFORM?

    For the fiscal year ended October 31, 1997, the fund's Investor Class shares
returned  8.57%,  compared  with the 8.52%  average  return of the 131  "A-Rated
Corporate  Debt  Funds"  tracked  by  Lipper  Analytical  Services.  The  fund's
benchmark,  the Lehman  Aggregate  Bond  Index,  returned  8.89% for the period.
Please  keep in mind that the fund is subject  to  operating  expenses  (such as
transaction  costs and  managment  fees),  while the  benchmark is not. (See the
Total  Returns   table  on  the  previous   page  for  other  fund   performance
comparisons.)

DID YOU CHANGE THE FUND'S DURATION MUCH DURING THE FISCAL YEAR?

    Not much.  We  maintained  a steady,  conservative  approach to managing the
fund's  duration,  keeping  it  within a narrow  range  around 5  years--roughly
neutral  compared  with its peers.  This  position  helped  insulate  the fund's
returns from interim market volatility.

WAS THIS NEUTRAL  POSITIONING THE MAIN REASON WHY THE FUND'S  PERFORMANCE WAS IN
LINE WITH ITS PEERS?

    Yes.  We tend to avoid  making  interest  rate bets that can cause  unwanted
volatility in the fund's returns.  Rather than looking to add incremental return
through  aggressive  duration  management,  we try to add  value  to the  fund's
returns in other ways.

[bar graph - data below]

BENHAM BOND'S ONE-YEAR RETURNS FOR THE PAST TEN YEARS*
(Periods ended October 31)
                                  Lehman Aggregate
              Benham Bond            Bond Index
10/88           12.29%                 11.46%
10/89           13.52%                 11.90%
10/90            1.93%                  6.31%
10/91           16.45%                 15.81%
10/92           10.43%                  9.83%
10/93           11.81%                 11.87%
10/94           -5.47%                 -3.67%
10/95           17.16%                 15.65%
10/96            4.91%                  5.85%
10/97            8.57%                  8.89%

This graph  illustrates  the fund's  returns over the past 10 years and compares
them with the  index's  returns.  The fund's  total  returns  include  operating
expenses, while the index's do not. See page 40 for a definition of the index.

Past  performance  is no  guarantee  of future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

* Investor Class.


ANNUAL REPORT                                           BENHAM BOND       19


                                  BENHAM BOND

    One method is to keep the majority of the fund's  assets in  higher-yielding
securities, such as corporate, asset- and mortgage-backed securities. We tend to
look for these  types of  securities  when bond  yields  are  relatively  stable
because  coupon  payments  usually  comprise  more of a bond's  returns  in such
environments.

    Another  method  we use to add  value to the fund is to  search  for what we
believe are undervalued securities with the potential to appreciate.

HOW DID THE CORPORATE CREDIT RESEARCH TEAM HELP LOCATE THESE UNDERVALUED
SECURITIES?

    Our strong credit research staff continued to make many accurate assessments
of specific credit  situations.  The credit team's  diligent  efforts led to the
purchase of many undervalued securities that subsequently appreciated in value.

    To strengthen our ability to locate such securities, we bolstered our credit
staff during the fiscal year, adding three new members to the team, including an
asset-backed securities specialist.  We feel our strong research staff gives the
fund a competitive  advantage,  allowing us to find attractive issues that other
funds lacking such resources might have passed over.

WHY DID CORPORATE SECURITIES PERFORM SO WELL DURING THE PERIOD?

    These securities continued to benefit from a vibrant national economy, which
has helped  strengthen U.S.  businesses and boost corporate  profits.  Corporate
bonds typically offer higher yields than many other  fixed-income  securities as
compensation for their greater credit risk. However, improving corporate balance
sheets have led to lower  yields for  corporate  debt and  stronger  demand from
investors.  The rapid pace of stock-financed  corporate mergers and acquisitions
also improved corporate credit by encouraging economies of scale and eliminating
inefficiencies.  Heavy demand from mutual fund managers and foreign  buyers also
helped increase prices and lower yields on corporate bonds.

    As a  result,  the  yield  spread,  or  interest  rate  difference,  between
comparable-maturity  corporate and Treasury securities  continued to decrease as
investors  reached for the higher  yields of  corporate  bonds.  This  continued
compression  made finding  attractively  valued  securities  in this sector more
difficult.

WHAT ARE SOME OF THE POSITIVE FACTORS THAT COULD COME INTO PLAY FOR FIXED-INCOME
SECURITIES OVER THE NEXT SIX MONTHS?

    Several  fairly  recent  developments  could  continue  to work in the  bond
market's favor going forward.  One of those would be continued  benign inflation
levels.  Another  factor would be further  improvements  in reducing the federal
budget deficit.  As the Treasury continues to issue fewer securities,  the value
of existing bonds increase.

    Stock-market  volatility  could  also play a role in  boosting  returns  for
asset-backed, government-agency, Treasury and other fixed-income securities.

[pie charts]

PORTFOLIO COMPOSITION BY SECURITY TYPE (as of 10/31/97)
Corporate Bonds                  62%
U.S. Treasury Securities         10%
Mortgage-Backed Securities       10%
Asset-Backed Securities           6%
Foreign Governments &
Agencies                          5%
Other                             7%

PORTFOLIO COMPOSITION BY SECURITY TYPE (as of 4/30/97)
Corporate Bonds                  61%
Mortgage-Backed Securities       14%
U.S. Treasury Securities         11%
Asset-Backed Securities           6%
Foreign Governments &
Agencies                          5%
Other                             3%


20        BENHAM BOND                          AMERICAN CENTURY INVESTMENTS


                                  BENHAM BOND

    If stocks remain volatile, more investors could seek fixed-income securities
as a safer investment alternative.  Corporate fixed-income securities,  however,
would likely receive little benefit from such volatility.

DO YOU HAVE ANY CONCERNS ABOUT THE MARKET GOING FORWARD?

    Yes, we have a few. The U.S. economic  expansion is now in its seventh year,
very old from a  historical  perspective.  Generally,  rising  prices  and other
cyclical  pressures  tend to  appear  this far into an  expansionary  phase.  We
believe the  historical  threat of such  pressures is part of the reason why the
Federal  Reserve  remains  concerned  about the prospects for inflation,  and we
share this concern.

WHAT MIGHT CAUSE THIS CONCERN TO BECOME REALITY?

    Further signs that wage pressures are causing  inflation to accelerate could
certainly do the trick.  If wages  continue to rise, it could be a harbinger for
higher  interest  rates.  That's because such pressures  could force the Federal
Reserve to raise  short-term  interest rates in order to keep  inflation  within
manageable levels.

    Wages  and  other  employment  costs  are  an  important  consideration  for
inflation  because they account for nearly  two-thirds of total business  costs.
Although  savings  on  health  care and  benefits  and  improvements  in  worker
productivity  have  offset  wage  increases,  these  savings  may have run their
course.

ARE THERE ANY OTHER MAJOR TRENDS YOU'RE MONITORING?

    We  continue  to watch  developments  in Asia  with a careful  eye.  Banking
problems  in  Japan  and  South  Korea  merit  close  scrutiny  because  of  the
potentially  negative  repercussions of such problems on U.S.  corporations with
large overseas investments.

WITH THIS OUTLOOK IN MIND, WHAT ARE YOUR PLANS FOR THE FUND GOING FORWARD?

    For now,  we plan to maintain  the fund's  neutral  duration  until we see a
clearer  direction  for the U.S.  economy and  inflation.  We will also continue
working  closely  with  our  research  staff  to  uncover   attractively  valued
securities with the potential to enhance the fund's return.

[pie charts]

PORTFOLIO COMPOSITION BY CREDIT RATING (as of 10/31/97)
AAA           34%
AA             4%
A             41%
BBB           21%

PORTFOLIO COMPOSITION BY CREDIT RATING (as of 4/30/97)
AAA           36%
AA             5%
A             37%
BBB           22%


ANNUAL REPORT                                           BENHAM BOND       21

<TABLE>
<CAPTION>
                            SCHEDULE OF INVESTMENTS
                                  BENHAM BOND

OCTOBER 31, 1997


Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

 U.S. TREASURY SECURITIES

<S>                <C>                                               <C>    
                   $1,500   U.S. Treasury Notes, 5.875%,
                                1/31/99                            $   1,505

                    6,000   U.S. Treasury Notes, 5.50%,
                                12/31/00                               5,961

                    2,000   U.S. Treasury Notes, 6.25%,
                                6/30/02                                2,039

                    3,000   U.S. Treasury Notes, 5.875%,
                                9/30/02                                3,017
                                                                 -----------------

TOTAL U.S. TREASURY SECURITIES--10.0%                                 12,522
                                                                 -----------------
   (Cost $12,522 )

U.S. GOVERNMENT AGENCY SECURITIES--1.6%

                    2,000   Tennesse Valley Authority, 6.875%,
                                12/15/43                               1,990
                                                                 -----------------
   (Cost $1,854 )

MORTGAGE-BACKED SECURITIES(1)

                      610   FHLMC REMIC, Series 19,
                                Class E PAC, 8.00%, 8/15/19              617

                      834   FHLMC REMIC, Series 116,
                                Class F PAC, 8.50%, 2/15/20              856

                    4,574   FNMA Pool #250452, 6.50%,
                                1/1/26                                 4,508

                      970   FNMA REMIC, Series 1989-35,
                                Class G, 9.50%, 7/25/19                1,048

                      425   FNMA REMIC, Series 1990-88,
                                Class H PAC, 7.75%, 9/25/19              426

                      576   FNMA REMIC, Series 1991-21,
                                Class G PAC, 6.00%, 12/25/19             575

                    3,746   GNMA Pool #423865, 8.00%,
                                6/15/26                                3,894
                                                                 -----------------

TOTAL MORTGAGE-BACKED
SECURITIES--9.6%                                                      11,924
                                                                 -----------------
   (Cost $11,531)

ASSET-BACKED SECURITIES(1)

                    3,000   The Money Store Home Equity
                                Trust, Series 1996-D, Class A3,
                                6.295%, 11/15/11                       3,011


Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

                   $4,271   United Companies Financial Corp.,
                                Home Equity Loan, Series
                                1995-D1, Class A2, 6.20%,
                                3/10/14                             $  4,294
                                                                 -----------------

TOTAL ASSET-BACKED SECURITIES--5.8%                                    7,305
                                                                 -----------------
   (Cost $7,241)

CORPORATE BONDS

AEROSPACE & DEFENSE--1.7%

                    2,000   Lockheed Martin Corp., 7.25%,
                                5/15/06                                2,110
                                                                 -----------------

AIRLINES--2.7%

                    3,232   Delta Air Lines Inc., 7.54%,
                                10/11/11                               3,382
                                                                 -----------------

BANKING--17.5%

                    5,000   Citicorp Euro, 7.00%, 1/2/04               5,162

                    2,000   Corestates Capital Corp., 5.875%,
                                10/15/03                               1,948

                    3,000   First Union Corp., 8.77%,
                                11/15/04                               3,157

                    5,000   National Bank of Canada, 8.125%,
                                8/15/04                                5,444

                    2,000   Nationsbank Capital Trust II, 7.83%,
                                12/15/26                               2,070

                    2,000   Santander Financial Issuances Ltd.,
                                6.375%, 2/15/11                        1,943

                    2,000   Wells Fargo Capital, 7.96%,
                                12/15/26                               2,075
                                                                 -----------------

                                                                      21,799
                                                                 -----------------

CHEMICALS & RESINS--5.3%

                    5,000   ARCO Chemical Co., 10.25%,
                                11/1/10                                6,663
                                                                 -----------------

COMPUTER SYSTEMS--1.2%

                    1,500   International Business Machines
                                Corp., 7.125%, 12/1/2096               1,528
                                                                 -----------------

ENERGY--2.5%

                    3,000   Columbia Gas Systems, 7.42%,
                                11/28/15                               3,101
                                                                 -----------------

FINANCIAL SERVICES--8.2%

                    3,000   Ford Motor Credit Co., 6.50%,
                                2/28/02                                3,034

SEE NOTES TO FINANCIAL STATEMENTS


22      BENHAM BOND                            AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS
                                  BENHAM BOND

OCTOBER 31, 1997


Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

                   $4,000   Lehman Brothers Holdings Inc.,
                                6.625%, 11/15/00                    $   4,035

                    3,000   Paine Webber Group Inc., MTN,
                                7.96%, 4/28/00                          3,124
                                                                  -----------------

                                                                       10,193
                                                                  -----------------

INSURANCE--5.5%

                    1,000   Delphi Financial Group, Inc., 9.31%,
                                3/25/27                                 1,104

                    3,000   Lincoln National Corp., 9.125%,
                                10/1/24                                 3,592

                    2,000   Zurich Capital Trust I, 8.38%,
                                6/1/37  (Acquired 6/11/97,
                                Cost $2,059)(2)                         2,200
                                                                  -----------------

                                                                        6,896
                                                                  -----------------

MEDIA & BROADCAST--4.1%

                    3,000   News America Holdings, 7.60%,
                                10/11/15                                3,019

                    2,000   Time Warner Inc., 6.85%, 1/15/26            2,058
                                                                  -----------------

                                                                        5,077
                                                                  -----------------

REAL ESTATE--5.0%

                    1,000   Chelsea GCA Realty Partners,
                                7.25%, 10/21/07                         1,010

                    2,000   Price REIT, Inc. (The), 7.125%,
                                6/15/04                                 2,047

                    3,000   Spieker Properties Inc., MTN,
                                7.58%, 12/17/01                         3,139
                                                                  -----------------

                                                                        6,196
                                                                  -----------------

TOBACCO--2.4%

                    1,500   Philip Morris Companies Inc.,
                                6.80%, 12/1/03                          1,513

                    1,500   Philip Morris Companies Inc.,
                                7.00%, 7/15/05                          1,524
                                                                  -----------------

                                                                        3,037
                                                                  -----------------

UTILITIES--6.4%

                    3,000   Calenergy Company, Inc., 7.63%,
                                10/15/07                                3,037

                    5,000   Pacific Gas & Electric Co., 5.50%,
                                6/1/99                                  4,969
                                                                  -----------------

                                                                        8,006
                                                                  -----------------

TOTAL CORPORATE BONDS--62.5%                                           77,988
                                                                  -----------------
   (Cost $74,704)


Principal Amount            ($ IN THOUSANDS)                           Value
- -----------------------------------------------------------------------------------

FOREIGN CORPORATE BONDS (U.S. $ DENOMINATED)

                   $1,000   Hutchison Whampoa Financial,
                                6.95%, 8/1/07 (Acquired
                                8/21/97, Cost $1,967)(2)          $       928

                    1,500   Wharf International Finance Ltd.,
                                7.625%, 3/13/07                         1,554
                                                                  -----------------

TOTAL FOREIGN CORPORATE BONDS --2.0%                                    2,482
                                                                  -----------------
   (Cost $2,472)

SOVEREIGN GOVERNMENTS & AGENCIES

                    3,000   Korea Electric Power, 6.375%,
                                12/1/03                                 2,816

                    4,000   Province of Quebec Bonds,
                                7.125%, 2/9/24                          4,040
                                                                  -----------------

TOTAL SOVEREIGN GOVERNMENTS
& AGENCIES--5.5%                                                        6,856
                                                                  -----------------
   (Cost $6,687)

TEMPORARY CASH INVESTMENTS--3.0%

       Repurchase Agreement, Goldman Sachs & Co.,
              Inc., (U.S. Treasury obligations), in a joint
              trading account at 5.65%, dated
              10/31/97, due 11/3/97 (Delivery value
              $3,697)                                                   3,695
                                                                  -----------------
   (Cost $3,695)

TOTAL INVESTMENT SECURITIES--100.0%                                  $124,762
                                                                  =================
   (Cost $120,706)


NOTES TO SCHEDULE OF INVESTMENTS

FHLMC = FEDERAL HOME LOAN MORTGAGE CORPORATION

FNMA = FEDERAL NATIONAL MORTGAGE ASSOCIATION

GNMA = GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

MTN = MEDIUM TERM NOTE

(1)  FINAL MATURITY INDICATED. EXPECTED REMAINING MATURITY USED FOR PURPOSES OF
     CALCULATING THE WEIGHTED AVERAGE PORTFOLIO MATURITY.

(2)  SECURITY WAS PURCHASED  UNDER RULE 144A OF THE  SECURITIES ACT OF 1933 AND,
     UNLESS REGISTERED UNDER THE ACT OR EXEMPTED FROM REGISTRATION,  MAY ONLY BE
     SOLD  TO  QUALIFIED  INSTITUTIONAL   INVESTORS.   THE  AGGREGATE  VALUE  OF
     RESTRICTED  SECURITIES AT OCTOBER 31, 1997, WAS $3,128,  WHICH  REPRESENTED
     2.5% OF NET ASSETS.
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS


ANNUAL REPORT                                           BENHAM BOND       23

<TABLE>
<CAPTION>
                     STATEMENTS OF ASSETS AND LIABILITIES

                                                LIMITED-TERM   INTERMEDIATE-TERM      BENHAM
OCTOBER 31, 1997                                    BOND             BOND              BOND

ASSETS                                        ($ AND SHARES IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S>                                             <C>              <C>              <C>         
Investment securities, at value (identified
  cost of $14,757,  $19,762 and $120,706,
  respectively) (Note 3) ..................     $     14,885     $     20,154     $    124,762

Cash ......................................              155             --               --

Receivable for investments sold ...........             --                490            1,011

Interest receivable .......................              243              318            2,362
                                                ------------     ------------     ------------
                                                      15,283           20,962          128,135
                                                ------------     ------------     ------------
LIABILITIES

Disbursements in excess of demand
  deposit cash ............................                3              476              899

Payable for capital shares redeemed .......                2               22              105

Payable for investments purchased .........             --                309             --

Accrued management fees (Note 2) ..........                9               12               88
                                                ------------     ------------     ------------
                                                          14              819            1,092
                                                ------------     ------------     ------------
Net Assets ................................     $     15,269     $     20,143     $    127,043
                                                ============     ============     ============
NET ASSETS CONSIST OF:

Capital (par value and paid in surplus) ...     $     15,113     $     19,737     $    122,643

Accumulated undistributed net realized
  gain from investment transactions .......               28               14              344

Net unrealized appreciation on
  investments (Note 3) ....................              128              392            4,056
                                                ------------     ------------     ------------
                                                $     15,269     $     20,143     $    127,043
                                                ============     ============     ============
Investor Class, $0.01 Par Value
  ($ and shares in full)

Net assets ................................     $ 15,269,212     $ 18,125,968     $126,580,425

Shares outstanding ........................        1,529,778        1,799,193       13,010,416

Net asset value per share .................     $       9.98     $      10.07     $       9.73

Advisor Class, $0.01 Par Value
  ($ and shares in full)

Net assets ................................             --       $  2,017,252     $    462,292

Shares outstanding ........................             --            200,246           47,506

Net asset value per share .................             --       $      10.07     $       9.73
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS


24      STATEMENTS OF ASSETS AND LIABILITIES   AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                           STATEMENTS OF OPERATIONS


                                              LIMITED-TERM       INTERMEDIATE-TERM        BENHAM
YEAR ENDED OCTOBER 31, 1997                       BOND                 BOND                BOND

INVESTMENT INCOME                                                ($ IN THOUSANDS)

Income:

<S>                                                <C>              <C>                <C>     
Interest                                           $712             $1,190             $  9,335
                                                -----------       -----------         -----------
Expenses:

Management fees (Note 2)                            78               132                 1,058

Directors' fees and expenses                        --                --                   1
                                                -----------       -----------         -----------
                                                    78               132                 1,059
                                                -----------       -----------         -----------
Net investment income                              634              1,058                8,276
                                                -----------       -----------         -----------
REALIZED AND UNREALIZED GAIN ON
INVESTMENTS (NOTE 3)

Net realized gain on investments                    26                19                  350

Change in net unrealized appreciation
  on investments                                    76               316                 2,059
                                                -----------       -----------         -----------
Net realized and unrealized
gain on investments                                102               335                 2,409
                                                -----------       -----------         -----------
Net Increase in Net Assets
Resulting from Operations                          $736             $1,393              $10,685
                                                ===========       ===========         ===========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS


ANNUAL REPORT                              STATEMENTS OF OPERATIONS       25

<TABLE>
<CAPTION>
                      STATEMENTS OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 1997                LIMITED-TERM            INTERMEDIATE-TERM                   BENHAM
AND OCTOBER 31, 1996                            BOND                       BOND                          BOND

Increase (Decrease) in Net Assets       1997          1996          1997           1996           1997          1996

OPERATIONS                                                           ($ IN THOUSANDS)

<S>                                <C>            <C>            <C>            <C>            <C>            <C>      
Net investment income ........     $     634      $     432      $   1,058      $     874      $   8,276      $   9,024

Net realized gain (loss)
 on investments ..............            26             13             19             (4)           350          1,341

Change in net unrealized
 appreciation (depreciation)
 on investments ..............            76            (31)           316           (131)         2,059         (3,546)
                                   ---------      ---------      ---------      ---------      ---------      ---------
Net increase in net assets
 resulting from operations ...           736            414          1,393            739         10,685          6,819
                                   ---------      ---------      ---------      ---------      ---------      ---------
DISTRIBUTIONS TO
SHAREHOLDERS

From net investment income:

 Investor Class ..............          (634)          (432)        (1,052)          (874)        (8,273)        (9,024)

 Advisor Class ...............          --             --               (6)          --               (3)          --

From net realized gains
 from investment transactions:

 Investor Class ..............          --             --             --             (132)        (1,310)          (228)
                                   ---------      ---------      ---------      ---------      ---------      ---------
Decrease in net assets
 from distributions ..........          (634)          (432)        (1,058)        (1,006)        (9,586)        (9,252)
                                   ---------      ---------      ---------      ---------      ---------      ---------
CAPITAL SHARE TRANSACTIONS
(NOTE 4)

Net increase (decrease)
 in net assets from capital
 share transactions ..........         7,075            917          4,182          3,066        (16,623)        (4,223)
                                   ---------      ---------      ---------      ---------      ---------      ---------
Net increase (decrease)
 in net assets ...............         7,177            899          4,517          2,799        (15,524)        (6,656)

NET ASSETS

Beginning of year ............         8,092          7,193         15,626         12,827        142,567        149,223
                                   ---------      ---------      ---------      ---------      ---------      ---------
End of year ..................     $  15,269      $   8,092      $  20,143      $  15,626      $ 127,043      $ 142,567
                                   =========      =========      =========      =========      =========      =========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS


26      STATEMENTS OF CHANGES IN NET ASSETS    AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION--American  Century  Mutual  Funds,  Inc. (the  Corporation)  is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management investment company.  American Century - Benham Limited-Term Bond Fund
(Limited-Term),   American   Century  -  Benham   Intermediate-Term   Bond  Fund
(Intermediate-Term),  and American Century - Benham Bond Fund (Benham Bond) (the
Funds) are three of the thirteen series of funds issued by the Corporation.  The
investment objective of Limited-Term is to seek income. The investment objective
of  Intermediate-Term  is to seek a competitive level of income.  The investment
objective  of Benham  Bond is to seek a high level of income.  The Funds  pursue
their objectives by investing primarily in bonds and other debt obligations with
maturities based on each Funds' investment  objective.  The Funds are authorized
to issue two classes of shares:  the Investor Class and the Advisor  Class.  The
two  classes  of  shares  differ  principally  in their  respective  shareholder
servicing and  distribution  expenses and  arrangements.  All shares of the Fund
represent  an equal pro rata  interest  in the assets of the class to which such
shares belong, and have identical voting, dividend, liquidation and other rights
and the same  terms and  conditions,  except  for class  specific  expenses  and
exclusive rights to vote on matters affecting only individual  classes.  Sale of
the Advisor class for  Intermediate-Term  and Benham Bond  commenced  August 14,
1997  and  August  8,  1997,  respectively.   Sale  of  the  Advisor  class  for
Limited-Term had not commenced as of the report date. The following  significant
accounting policies, related to all classes of the Funds, are in accordance with
accounting policies generally accepted in the investment company industry.

    SECURITY  VALUATIONS--Portfolio  securities  are valued  through  valuations
obtained through a commercial  pricing service or at the mean of the most recent
bid and asked prices. When valuations are not readily available,  securities are
valued at fair value as determined in accordance with procedures  adopted by the
Board of Directors.

    SECURITY  TRANSACTIONS--Security  transactions are accounted for on the date
purchased  or  sold.  Net  realized  gains  and  losses  are  determined  on the
identified cost basis, which is also used for federal income tax purposes.

    INVESTMENT  INCOME--Interest  income is recorded  on the  accrual  basis and
includes amortization of discounts and accretion of premiums.

    REPURCHASE  AGREEMENTS--The  Funds may enter into repurchase agreements with
institutions  the  Funds'  investment   manager,   American  Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost.  The  Funds  require  that  the  securities   purchased  in  a  repurchase
transaction be transferred to the custodian in a manner sufficient to enable the
Funds to obtain those  securities in the event of a default under the repurchase
agreement.  ACIM  monitors,  on a  daily  basis,  the  value  of the  securities
transferred to ensure the value,  including accrued interest,  of the securities
under each repurchase  agreement is equal to or greater than amounts owed to the
Funds under each repurchase agreement.

    JOINT  TRADING  ACCOUNT--Pursuant  to  an  Exemptive  Order  issued  by  the
Securities  and  Exchange  Commission,  the Funds,  along with other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.

    INCOME TAX  STATUS--It is the Funds' policy to distribute all taxable income
and  capital  gains to  shareholders  and to  otherwise  qualify as a  regulated
investment  company under provisions of the Internal Revenue Code.  Accordingly,
no provision has been made for federal income taxes.

    DISTRIBUTIONS TO SHAREHOLDERS--Distributions  from net investment income are
declared daily and distributed  monthly.  Distributions  from net realized gains
are declared and paid annually.

    The  character  of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences are primarily due to differences
in the  recognition of income and expense items for financial  statement and tax
purposes.

    ADDITIONAL  INFORMATION--Certain  officers and directors of the  Corporation
are also officers and/or directors,  and as a group, controlling stockholders of
American Century  Companies,  Inc., the parent of the  Corporation's  investment
manager,  ACIM,  the  Corporation's  distributor,  American  Century  Investment
Services,  Inc., ACIS, and the  Corporation's  transfer agent,  American Century
Services Corporation.

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of increases  and  decreases in net assets
from  operations  during the  period.  Actual  results  could  differ from these
estimates.

 ANNUAL REPORT                         NOTES TO FINANCIAL STATEMENTS         27


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997
- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

    The  Corporation  has  entered  into  Management  Agreements  with ACIM that
provide each Fund with investment  advisory and management  services in exchange
for a single,  unified management fee per class. The Agreements provide that all
expenses of the Funds, except brokerage commissions,  taxes, interest,  expenses
of those directors who are not considered "interested persons" as defined in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will by paid by ACIM. The fee is computed daily and paid monthly based
on each Fund's class average daily closing net assets during the previous month.
The   annual   management   fee  for  the   Investor   Class  of   Limited-Term,
Intermediate-Term,  and Benham Bond is 0.70%, 0.75% and 0.80%, respectively. The
annual management fee for the Advisor Class of Intermediate-Term and Benham Bond
is 0.50% and 0.55%, respectively.

    The Board of Directors has adopted a shareholder  services and  distribution
plan for the Advisor Class, pursuant to Rule 12b-1 of the Investment Company Act
of 1940. The Advisor Class Master  Distribution  and  Shareholder  Services Plan
provides that the Funds will pay ACIM an annual  distribution fee equal to 0.25%
and service fee equal to 0.25%.  The fees are  computed  daily and paid  monthly
based on the  Advisor  Class's  average  daily  closing  net  assets  during the
previous month.  The  distribution  fee provides  compensation  for distribution
expenses  incurred by financial  intermediaries  in connection with distributing
shares of the Advisor Class including,  but not limited to, payments to brokers,
dealers, and financial institutions that have entered into sales agreements with
respect  to shares of the funds.  The  service  fee  provides  compensation  for
shareholder  and  administrative  services  rendered by ACIM,  its affiliates or
independent third party providers.  Fees incurred under the Master  Distribution
and Shareholder Services Plan for Intermediate-Term during the period August 14,
1997  (commencement of sale of the Advisor class) through October 31, 1997, were
$480. Fees incurred under the Master Distribution and Shareholder  Services Plan
for Benham Bond during the period  August 8, 1997  (commencement  of sale of the
Advisor class) through October 31, 1997, were $279.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

  Investment transactions,  excluding short-term investments, for the year ended
October 31, 1997, were as follows:
<TABLE>
<CAPTION>
                                                                       BENHAM
                                              LIMITED-TERM        INTERMEDIATE-TERM           BOND
PURCHASES                                                         ($ IN THOUSANDS)

<S>                                               <C>                 <C>                    <C>    
U. S. Treasury & Agency  Obligations ...........  $8,275              $  8,637               $25,476

Other Debt Obligations .........................   7,424                11,434                40,797

PROCEEDS FROM SALES                                               ($ IN THOUSANDS)

U. S. Treasury & Agency Obligations ............  $7,237              $  8,868               $53,470

Other Debt Obligations .........................   2,401                 7,716                32,190

  On  October  31,  1997,  the  composition  of  unrealized   appreciation   and
depreciation of investment securities based on the aggregate cost of investments
for federal income tax purposes was as follows:

                                                                       BENHAM
                                              LIMITED-TERM        INTERMEDIATE-TERM           BOND

                                                                  ($ IN THOUSANDS)

Appreciation ...................................  $134                  $418                 $4,397

Depreciation ...................................   (6)                   (26)                 (341)
                                                ---------            ----------             ---------
Net ............................................  $128                   $392                $4,056
                                                =========            ==========             =========

  The aggregate cost of investments for federal income tax purposes was the same
as the cost for financial reporting purposes.
</TABLE>


28      NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997
- --------------------------------------------------------------------------------
4. CAPITAL SHARE TRANSACTIONS

  There are 100,000,000 and 50,000,000  shares of the Investor Class and Advisor
class,  respectively,  authorized  for  issuance by each Fund.  Transactions  in
shares of the Funds were as follows:


                                        LIMITED-TERM             INTERMEDIATE-TERM            BENHAM BOND
                                     Shares      Amount         Shares       Amount        Shares       Amount

INVESTOR CLASS                                                    (IN THOUSANDS)

Year ended October 31, 1997

<S>                                  <C>        <C>              <C>        <C>            <C>        <C>     
Sold ..............................  1,315      $13,023          1,569      $15,513        5,099      $ 48,694

Issued in reinvestment
  of distributions ................   62          615             95          942           946         9,015

Redeemed ..........................  (662)      (6,563)         (1,442)    (14,279)       (7,835)     (74,792)
                                   --------    --------         --------   --------       --------    ---------
Net increase (decrease) ...........   715      $  7,075           222      $  2,176       (1,790)     $(17,083)
                                   ========    ========         ========   ========       ========    =========
Year ended October 31, 1996

Sold ..............................   300      $  2,982          1,005     $  9,981        6,596      $ 63,329

Issued in reinvestment
  of distributions ................   42          413             90          895           891         8,559

Redeemed ..........................  (249)      (2,478)          (792)      (7,810)       (7,937)     (76,111)
                                   --------    --------         --------   --------       --------    ---------
Net increase (decrease) ...........   93       $    917           303       $ 3,066        (450)     $  (4,223)
                                   ========    ========         ========   ========       ========    =========

ADVISOR CLASS                                                     (IN THOUSANDS)

Period ended October 31, 1997(1)

Sold ..............................   --          --              199       $2,000          61          $588

Issued in reinvestment
  of distributions ................   --          --               1           6             1            3

Redeemed ..........................   --          --              --          --           (14)         (131)
                                   --------    --------         --------   --------       --------    ---------
Net increase ......................   --          --              200       $2,006          48          $460
                                   ========    ========         ========   ========       ========    =========
</TABLE>
(1)  AUGUST 14, 1997 (COMMENCEMENT OF SALE OF THE ADVISOR CLASS) THROUGH OCTOBER
     31, 1997 FOR INTERMEDIATE-TERM. AUGUST 8, 1997 (COMMENCEMENT OF SALE OF THE
     ADVISOR CLASS) THROUGH OCTOBER 31, 1997 FOR BENHAM BOND.


ANNUAL REPORT                         NOTES TO FINANCIAL STATEMENTS       29

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                               LIMITED-TERM BOND

               FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                               Investor
                                                                 Class

                                          1997            1996           1995          1994(1)
PER-SHARE DATA

Net Asset Value,
<S>                                       <C>            <C>            <C>            <C>   
Beginning of Period ....................  $9.93          $9.96          $9.68          $10.00
                                        ---------      ---------      ---------      ---------
Income From Investment Operations

  Net Investment Income ................  0.56            0.56           0.56           0.31

  Net Realized and Unrealized
  Gain (Loss) on Investment
  Transactions .........................  0.05           (0.03)          0.28          (0.32)
                                        ---------      ---------      ---------      ---------
  Total From Investment Operations .....  0.61            0.53           0.84          (0.01)
                                        ---------      ---------      ---------      ---------
Distributions

  From Net Investment Income ........... (0.56)          (0.56)         (0.56)         (0.31)
                                        ---------      ---------      ---------      ---------
Net Asset Value, End of Period .........  $9.98           $9.93          $9.96          $9.68
                                        =========      ==========     =========      =========
  Total Return(2) ......................  6.30%           5.48%          8.89%         (0.08)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ..................  0.69%           0.68%          0.69%        0.70%(3)

Ratio of Net Investment Income
to Average Net Assets ..................  5.63%           5.63%          5.70%        4.79%(3)

Portfolio Turnover Rate ................  109%            121%           116%            48%

Net Assets, End
of Period (in thousands) ............... $15,269         $8,092         $7,193         $4,375
</TABLE>

(1) MARCH 1, 1994 (INCEPTION) THROUGH OCTOBER 31, 1994.

(2) TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS   AND  CAPITAL  GAINS
    DISTRIBUTIONS,  IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
    ANNUALIZED.

(3) ANNUALIZED.

SEE NOTES TO FINANCIAL STATEMENTS


30      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                            INTERMEDIATE-TERM BOND

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                            Investor                               Advisor
                                                             Class                                  Class

                                       1997           1996           1995           1994(1)        1997(2)
PER-SHARE DATA
<S>                                    <C>           <C>             <C>            <C>             <C>  
Net Asset Value,
Beginning of Period .................  $9.91         $10.07          $9.53          $10.00          $9.96
                                     ----------    ----------      ----------     ----------      ----------
Income From Investment Operations

  Net Investment Income .............  0.59           0.58            0.59           0.34           0.12

  Net Realized and Unrealized
  Gain (Loss) on Investment
  Transactions ......................  0.16          (0.06)           0.54          (0.47)          0.11
                                     ----------    ----------      ----------     ----------      ----------
  Total From Investment Operations ..  0.75           0.52            1.13          (0.13)          0.23
                                     ----------    ----------      ----------     ----------      ----------
Distributions

  From Net Investment Income ........ (0.59)         (0.58)          (0.59)         (0.34)         (0.12)

  From Net Realized Gains
  on Investment Transactions ........   --           (0.10)            --             --             --
                                     ----------    ----------      ----------     ----------      ----------
  Total Distributions ............... (0.59)         (0.68)          (0.59)         (0.34)         (0.12)
                                     ----------    ----------      ----------     ----------      ----------
Net Asset Value, End of Period ...... $10.07          $9.91          $10.07          $9.53         $10.07
                                     ==========    ==========      ==========     ==========      ==========
  Total Return(3) ...................  7.87%          5.36%          12.19%         (1.24)%         2.33%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ...............  0.75%          0.74%           0.74%        0.75%(4)       1.00%(4)

Ratio of Net Investment Income
to Average Net Assets ...............  5.99%          5.90%           6.05%        5.23%(4)       5.92%(4)

Portfolio Turnover Rate .............   99%            87%            133%            48%            99%

Net Assets, End
of Period (in thousands) ............ $18,126       $15,626         $12,827         $4,262         $2,017

</TABLE>

(1) MARCH 1, 1994 (INCEPTION) THROUGH OCTOBER 31, 1994.

(2) AUGUST 14, 1997  (COMMENCEMENT OF SALE OF THE ADVISOR CLASS) THROUGH OCTOBER
    31, 1997.

(3) TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS   AND  CAPITAL  GAINS
    DISTRIBUTIONS,  IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
    ANNUALIZED.

(4) ANNUALIZED.

SEE NOTES TO FINANCIAL STATEMENTS


ANNUAL REPORT                                  FINANCIAL HIGHLIGHTS       31

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                                  BENHAM BOND

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                    Investor
Advisor
                                      Class
Class

                                       1997        1996        1995         1994        1993(1)      1997(2)
PER-SHARE DATA
<S>                                    <C>         <C>         <C>          <C>           <C>          <C>  
Net Asset Value,
Beginning of Period .................  $9.63       $9.78       $8.91        $10.21        $9.92        $9.55
                                     ---------    --------    --------     --------     ---------    --------
Income From Investment Operations

  Net Investment Income .............  0.60         0.60        0.61         0.58         0.66         0.13

  Net Realized and Unrealized
  Gain (Loss) on Investment
  Transactions ......................  0.19        (0.14)       0.87        (1.12)        1.88         0.18
                                     ---------    --------    --------     --------     ---------    --------
  Total From Investment Operations ..  0.79         0.46        1.48        (0.54)        2.54         0.31
                                     ---------    --------    --------     --------     ---------    --------
Distributions

  From Net Investment Income ........ (0.60)       (0.60)      (0.61)       (0.58)       (0.66)       (0.13)

  From Net Realized Gains on
  Investment Transactions ........... (0.09)       (0.01)        --         (0.18)       (1.59)         --
                                     ---------    --------    --------     --------     ---------    --------
  Total Distributions ............... (0.69)       (0.61)      (0.61)       (0.76)       (2.25)       (0.13)
                                     ---------    --------    --------     --------     ---------    --------
Net Asset Value, End of Period ......  $9.73        $9.63       $9.78        $8.91       $10.21        $9.73
                                     =========    ========    ========     ========     =========    ========
  Total Return(3) ...................  8.57%        4.91%      17.16%       (5.47)%      11.81%        3.27%

RATIOS/SUPPLEMENTAL RATIOS

Ratio of Operating Expenses
to Average Net Assets ...............  0.80%        0.79%       0.78%        0.88%        1.00%      1.05%(4)

Ratio of Net Investment Income
to Average Net Assets ...............  6.25%        6.18%       6.53%        6.07%        6.54%      5.92%(4)

Portfolio Turnover Rate .............   52%         100%        105%          78%         113%          52%

Net Assets, End
of Period (in thousands) ............$126,580     $142,567    $149,223     $121,012     $172,120       $462

(1) THE DATA  PRESENTED  HAS BEEN  RESTATED  TO GIVE  EFFECT TO A 10 FOR 1 STOCK
    SPLIT IN THE FORM OF A STOCK DIVIDEND THAT OCCURRED ON NOVEMBER 13, 1993.

(2) AUGUST 8, 1997  (COMMENCEMENT  OF SALE OF THE ADVISOR CLASS) THROUGH OCTOBER
    31, 1997.

(3) TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS   AND  CAPITAL  GAINS
    DISTRIBUTIONS,  IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
    ANNUALIZED.

(4) ANNUALIZED.
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS


32      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                         INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
American Century Mutual Funds, Inc:

  We have  audited  the  accompanying  statements  of  assets  and  liabilities,
including  the  schedules  of   investments,   of  American   Century  -  Benham
Limited-Term Bond Fund,  American Century - Benham  Intermediate-Term  Bond Fund
and American Century - Benham Bond Fund (collectively the "Funds"), three of the
funds comprising American Century Mutual Funds, Inc. (formerly Twentieth Century
Investors,  Inc.),  as of  October  31,  1997,  and the  related  statements  of
operations and changes in net assets for the year then ended,  and the financial
highlights for the year then ended. These financial statements and the financial
highlights are the responsibility of the Funds'  management.  Our responsibility
is to  express  an  opinion  on these  financial  statements  and the  financial
highlights  based on our audits.  The  financial  statements  and the  financial
highlights  of the Funds for each of the periods in the  four-year  period ended
October 31, 1996 were audited by other auditors whose report, dated November 20,
1996,  expressed  an  unqualified  opinion  on those  statements  and  financial
highlights.

  We  conducted  our  audits in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1997 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

  In our opinion,  such financial  statements and financial  highlights  present
fairly, in all material respects,  the financial positions of American Century -
Benham Limited-Term Bond Fund, American Century - Benham  Intermediate-Term Bond
Fund and American Century - Benham Bond Fund as of October 31, 1997, the results
of  their  operations,  the  changes  in their  net  assets,  and the  financial
highlights  for the  year  then  ended in  conformity  with  generally  accepted
accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
November 26, 1997


ANNUAL REPORT                          INDEPENDENT AUDITORS' REPORT       33


                             PROXY VOTING RESULTS

    An annual meeting of shareholders  was held on July 30, 1997, to vote on the
following  proposals.  All of the  proposals  received the required  majority of
votes and were adopted.

    A summary of voting results is listed below each proposal.

PROPOSAL 1:

    To elect a Board of Directors of nine members to hold office for the ensuing
year or until their successors are elected and qualified.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND
James E. Stowers, Jr.
       For:                 1,310,162          1,354,797           7,970,982
       Withheld:              1,800              7,267              162,778

James E. Stowers III
       For:                 1,310,162          1,352,925           7,968,225
       Withheld:              1,800              9,139              165,535

Thomas A. Brown
       For:                 1,310,162          1,354,797           7,971,632
       Withheld:              1,800              7,267              162,128

Robert W. Doering, M.D.
       For:                 1,310,162          1,354,539           7,960,473
       Withheld:              1,800              7,525              173,287

D.D. (Del) Hock
       For:                 1,310,162          1,354,797           7,969,426
       Withheld:              1,800              7,267              164,334

Linsley L. Lundgaard
       For:                 1,310,162          1,354,797           7,966,601
       Withheld:              1,800              7,267              167,159

Donald H. Pratt
       For:                 1,310,162          1,354,797           7,971,376
       Withheld:              1,800              7,267              162,384

Lloyd T. Silver, Jr.
       For:                 1,310,162          1,354,797           7,968,400
       Withheld:              1,800              7,267              165,360

M. Jeannine Strandjord
       For:                 1,310,162          1,354,797           7,981,848
       Withheld:              1,800              7,267              151,912

PROPOSAL 2:

    To  vote  on  approval  of a  Management  Agreement  with  American  Century
Investment Management, Inc.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,280,854          1,350,545           7,875,601
       Against:               16,225             9,130              194,788
       Abstain:               2,063              1,994              22,002
       Broker
       Non-Vote:              12,820              395               41,369

PROPOSAL 3:

    To vote on the  selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the Corporation.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,302,936          1,353,765           7,935,217
       Against:               8,075              6,370              179,522
       Abstain:                951               1,929              19,021

PROPOSAL 4:

    To vote on the  adoption  of  standardized  investment  limitations  for the
following items:

*  Eliminate the fundamental investment limitation concerning diversification of
   investments.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,280,990          1,341,466           7,684,559
       Against:               16,862             18,131             371,466
       Abstain:               1,290              2,072              36,366
       Broker
       Non-Vote:              12,820              395               41,369

34          PROXY VOTING RESULTS                  AMERICAN CENTURY INVESTMENTS


                             PROXY VOTING RESULTS

*  Amend the fundamental investment limitation concerning the issuance of senior
   securities.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,279,878          1,341,772           7,699,972
       Against:               16,862             17,825             355,963
       Abstain:               2,402              2,072              36,456
       Broker
       Non-Vote:              12,820              395               41,369

*  Amend the fundamental investment limitation concerning borrowing.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,280,990          1,337,608           7,659,778
       Against:               16,862             21,989             396,771
       Abstain:               1,290              2,072              35,842
       Broker
       Non-Vote:              12,820              395               41,369

*  Amend the fundamental investment limitation concerning lending.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,280,990          1,337,608           7,671,068
       Against:               16,862             21,989             385,226
       Abstain:               1,290              2,072              36,097
       Broker
       Non-Vote:              12,820              395               41,369

*  Amend the  fundamental  investment  limitation  concerning  concentration  of
   investments in a particular industry.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,277,455          1,341,466           7,679,494
       Against:               19,285             18,131             382,346
       Abstain:               2,402              2,072              30,551
       Broker
       Non-Vote:              12,820              395               41,369

*  Eliminate the fundamental investment limitation regarding investments in
   illiquid securities.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,278,567          1,341,466           7,673,963
       Against:               19,285             18,131             383,220
       Abstain:               1,290              2,072              35,208
       Broker
       Non-Vote:              12,820              395               41,369

*  Eliminate the fundamental limitation concerning investment in other
   investment companies.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,279,878          1,341,466           7,690,300
       Against:               16,862             18,131             365,935
       Abstain:               2,402              2,072              36,156
       Broker
       Non-Vote:              12,820              395               41,369

*  Amend the fundamental investment limitation concerning investments in real
   estate.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,279,878          1,341,527           7,708,189
       Against:               16,862             18,070             349,987
       Abstain:               2,402              2,072              34,215
       Broker
       Non-Vote:              12,820              395               41,369

*  Amend the fundamental investment limitation concerning underwriting.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,280,990          1,341,772           7,695,951
       Against:               16,862             17,825             361,944
       Abstain:               1,290              2,072              34,496
       Broker
       Non-Vote:              12,820              395               41,369


ANNUAL REPORT                                   PROXY VOTING RESULTS        35


                             PROXY VOTING RESULTS

*  Amend the fundamental investment limitation concerning commodities.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,279,878          1,337,560           7,687,417
       Against:               16,862             22,037             370,848
       Abstain:               2,402              2,072              34,126
       Broker
       Non-Vote:              12,820              395               41,369

*  Eliminate the fundamental  limitation concerning  investments in issuers with
   less than three years of continuous operations.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,279,878          1,341,466           7,675,904
       Against:               16,862             18,131             381,735
       Abstain:               2,402              2,072              34,752
       Broker
       Non-Vote:              12,820              395               41,369

*  Eliminate the fundamental limitation concerning short sales.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,277,455          1,341,221           7,669,753
       Against:               19,285             18,376             387,534
       Abstain:               2,402              2,072              35,104
       Broker
       Non-Vote:              12,820              395               41,369

*  Eliminate the fundamental investment limitation concerning margin purchases
   of securities.

                             LIMITED-         INTERMEDIATE-         BENHAM
                               TERM               TERM               BOND

       For:                 1,277,455          1,341,466           7,671,413
       Against:               19,285             18,131             385,945
       Abstain:               2,402              2,072              35,033
       Broker
       Non-Vote:              12,820              395               41,369


36          PROXY VOTING RESULTS                 AMERICAN CENTURY INVESTMENTS


                      SHARE CLASS AND RETIREMENT ACCOUNT
                                  INFORMATION

SHARE CLASSES

    Until September 3, 1996, the Limited-Term, Intermediate-Term and Benham Bond
funds issued one class of fund shares,  reflecting  the fact that most investors
bought their shares directly from American Century.  All investors paid the same
annual unified  management fee and did not pay any  commissions or other fees to
purchase shares from American Century.

    Now  more  share   purchases  are  made  by  investors   through   financial
intermediaries  (who ordinarily are compensated for the additional services they
provide).  In September  1996,  American  Century  began to offer two classes of
shares for the Limited-Term,  Intermediate-Term and Benham Bond funds. One class
is for  investors  who buy  directly  from  American  Century,  the other is for
investors who buy through financial intermediaries.

    The original class of shares is called the INVESTOR CLASS. All shares issued
and outstanding before September 3, 1996, have been designated as Investor Class
shares.  Investor  Class shares may also be purchased  after  September 3, 1996.
Investor  Class  shareholders  do not pay any  commissions  or  other  fees  for
purchase  of fund shares  directly  from  American  Century.  Investors  who buy
Investor  Class  shares  through  a  broker-dealer  may be  required  to pay the
broker-dealer a transaction fee. THE PRICE AND PERFORMANCE OF THE INVESTOR CLASS
SHARES ARE LISTED IN NEWSPAPERS. NO OTHER CLASS IS CURRENTLY LISTED.

    In  addition,  there  is an  ADVISOR  CLASS,  which is sold  through  banks,
broker-dealers, insurance companies and financial advisors. Advisor Class shares
are subject to a 0.50% Rule 12b-1 service and distribution fee. Half of that fee
is available to pay for recordkeeping and administrative  services,  and half is
available  to  pay  for   distribution   services   provided  by  the  financial
intermediary  through  which the Advisor Class shares are  purchased.  The total
expense  ratio of the Advisor Class is 0.25% higher than the total expense ratio
of the Investor Class.

    The Advisor Class had not commenced as of October 31, 1997, for Limited-Term
Bond.

    Both  classes  of  shares  represent  a pro rata  interest  in the funds and
generally have the same rights and preferences.

RETIREMENT ACCOUNT INFORMATION

    As required by law,  any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

    When you plan to  withdraw,  you may make your  election by  completing  our
Exchange/Redemption  form or an IRS Form W-4P. Call American  Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

    Remember,  even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


ANNUAL REPORT        SHARE CLASS AND RETIREMENT ACCOUNT INFORMATION       37


                                     NOTES


38      NOTES                                  AMERICAN CENTURY INVESTMENTS


                                     NOTES


ANNUAL REPORT                                                 NOTES       39


                            BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY & POLICIES

    The Benham Group  offers 38  fixed-income  funds,  ranging from money market
funds to long-term bond funds and including  both taxable and tax-exempt  funds.
Each fund is  managed  to  provide  a "pure  play" on a  specific  sector of the
fixed-income market. To ensure adherence to this principle,  the basic structure
of each fund's  portfolio  is tied to a specific  market  index.  Fund  managers
attempt  to add  value by making  modest  portfolio  adjustments  based on their
analysis of  prevailing  market  conditions.  Investment  decisions  are made by
management teams, which meet regularly to discuss market analysis and investment
strategies.

    In addition to these principles, each fund has its own investment policies:

    LIMITED-TERM  BOND is a  variable-price  bond  fund  that  seeks to  provide
interest  income  by  investing  in  a  diversified  portfolio  of  fixed-income
securities.  The fund  maintains  a weighted  average  maturity of five years or
less.

    INTERMEDIATE-TERM  BOND is a variable-price  bond fund that seeks to provide
interest  income  by  investing  in  a  diversified  portfolio  of  fixed-income
securities. The fund maintains a weighted average maturity of 3-10 years.

    BENHAM  BOND is a  variable-price  bond fund that seeks to provide  interest
income by investing in a diversified portfolio of fixed-income  securities.  The
fund has no  weighted  average  maturity  limitations,  but the  fund  typically
invests in intermediate- and long-term bonds.

COMPARATIVE INDICES

    The indices listed are used in the report for fund performance  comparisons.
They are not investment products available for purchase.

    The  MERRILL  LYNCH 1- TO 5 -YEAR  GOVERNMENT/  CORPORATE  INDEX is an index
composed  of  corporate   and  Treasury   debt  with  an  overall   maturity  of
approximately  three years.  The index consists of  approximately  24% corporate
debt and 76% government  debt. The corporate debt issues are rated BBB or better
by Standard & Poor's.

    The LEHMAN  INTERMEDIATE  GOVERNMENT/  CORPORATE  INDEX  includes the Lehman
Government Index and the Lehman Intermediate Corporate Bond Index, which reflect
the price  fluctuations  of U.S.  Treasury  and  government  agency  securities,
corporate bonds and Yankee bonds with maturities of 1-10 years.

    The   LEHMAN    AGGREGATE   BOND   INDEX   is   composed   of   the   Lehman
Government/Corporate  Index and the Lehman Mortgage-Backed  Securities Index. It
reflects the price fluctuations of Treasury  securities,  U.S. government agency
securities, corporate bond issues and mortgage-backed securities.

LIPPER RANKINGS

    LIPPER  ANALYTICAL  SERVICES,  INC. is an  independent  mutual fund  ranking
service that groups funds according to their investment objectives. Rankings are
based on  average  annual  returns  for each  fund in a given  category  for the
periods indicated. Rankings are not included for periods less than one year.

    The Lipper categories for the Diversified Bond funds are:

    SHORT   INVESTMENT-GRADE   DEBT  FUNDS   (Limited-Term   Bond)--funds   with
dollar-weighted  average  maturities  of five years or less that invest at least
65% of their assets in investment-grade debt.

    INTERMEDIATE  INVESTMENT-GRADE DEBT FUNDS  (Intermediate-Term  Bond)-- funds
with  dollar-weighted  average maturities of 5-10 years that invest at least 65%
of their assets in investment-grade debt.

    A-RATED  CORPORATE DEBT FUNDS (Benham  Bond)--funds that invest at least 65%
of their assets in government issues or corporate debt issues rated A or better.

INVESTMENT TEAM LEADERS

Portfolio Managers                          Bud Hoops
                                            Jeff Houston

Credit Research Manager                     Greg Afiesh


40      BACKGROUND INFORMATION                 AMERICAN CENTURY INVESTMENTS


                                   GLOSSARY

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For  fiscal  year-by-year  returns,  please  refer  to the  "Financial
Highlights" on pages 30-32.

YIELDS

* 30-DAY SEC YIELD  represents net  investment  income earned by the fund over a
30-day period,  expressed as an annual percentage rate based on the fund's share
price at the end of the 30-day  period.  The SEC yield  should be regarded as an
estimate  of the  fund's  rate of  investment  income,  and it may not equal the
fund's  actual  income  distribution  rate,  the income paid to a  shareholder's
account, or the income reported in the fund's financial statements.

PORTFOLIO STATISTICS

* NUMBER OF SECURITIES--the  number of different  securities held by a fund on a
given date.

*  WEIGHTED  AVERAGE  MATURITY  (WAM)--a  measurement  of the  sensitivity  of a
fixed-income  portfolio to interest rate changes. WAM indicates the average time
until the securities in the portfolio  mature,  weighted by dollar  amount.  The
longer the WAM, the more interest rate  exposure and  sensitivity  the portfolio
has.

*  AVERAGE  DURATION--another  measure  of  the  sensitivity  of a  fixed-income
portfolio to interest rate changes.  Duration is a time-weighted  average of the
interest  and  principal  payments  of the  securities  in a  portfolio.  As the
duration  of a portfolio  increases,  so does the impact of a change in interest
rates on the value of the portfolio.

* EXPENSE RATIO--the  operating expenses of the fund,  expressed as a percentage
of average net assets.  Shareholders pay an annual fee to the investment manager
for  investment  advisory  and  management  services.  The expenses and fees are
deducted from fund income, not from each shareholder account. (See Note 2 in the
Notes to Financial Statements.)

TYPES OF FIXED-INCOME SECURITIES

* CORPORATE  BONDS--debt  securities  or  instruments  issued by  companies  and
corporations.  Short-term corporate securities are tyically issued to raise cash
and  cover  current  expenses  in  anticipation  of future  revenues;  long-term
corporate  securities are issued to finance  capital  expenditures,  such as new
plant construction or equipment purchases.

* FOREIGN GOVERNMENT SECURITIES--debt securities issued or guaranteed by foreign
governments or their political subdivisions. Some of these securities are direct
obligations  of the  issuing  government;  others  are  backed  by some  form of
government sponsorship.

* MORTGAGE-BACKED  SECURITIES--debt securities that represent ownership in pools
of  mortgage   loans.   Most   mortgage-backed   securities  are  structured  as
"pass-throughs"--the monthly payments of principal and interest on the mortgages
in the pool are  collected by the bank that is servicing  the  mortgages and are
"passed through" to investors.  While the payments of principal and interest are
considered  secure (many are backed by government agency  guarantees),  the cash
flow is less certain than in other fixed-income investments.  Mortgages that are
paid off early reduce future interest payments from the pool.

* U.S. GOVERNMENT AGENCY  SECURITIES--debt  securities issued by U.S. government
agencies  (such as the Federal Home Loan Bank and the Federal Farm Credit Bank).
Government  agency  securities  include  discount notes (maturing in one year or
less) and medium-term  notes,  debentures and bonds (maturing in three months to
50 years).

* U.S.  TREASURY  SECURITIES--debt  securities  issued by the U.S.  Treasury and
backed by the direct  "full  faith and  credit"  pledge of the U.S.  government.
Treasury  securities  include  bills  (maturing  in one  year  or  less),  notes
(maturing in two to 10 years) and bonds (maturing in more than 10 years).


ANNUAL REPORT                                              GLOSSARY       41

[american century]
American
Century(reg.sm)

P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200

INVESTOR SERVICES:
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS, INC.


INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI


THIS  REPORT AND THE  STATEMENTS  IT  CONTAINS  ARE  SUBMITTED  FOR THE  GENERAL
INFORMATION OF OUR  SHAREHOLDERS.  THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED  OR  ACCOMPANIED  BY  AN  EFFECTIVE
PROSPECTUS.


AMERICAN CENTURY INVESTMENT SERVICES, INC.


9712           [recycled logo]
SH-BKT-10500      Recycled
<PAGE>
                                     ANNUAL

                                     REPORT

                            [american century logo]
                                    American
                                Century(reg.sm)

                                OCTOBER 31, 1997

                                    TWENTIETH

                                     CENTURY

                                      GROUP

                                New Opportunities


                                TABLE OF CONTENTS

Report Highlights .........................................................    1
Our Message to You ........................................................    2
Market Perspective ........................................................    3
Performance & Portfolio Information .......................................    4
Management Q & A ..........................................................    5
Schedule of Investments ...................................................    8
Statement of Assets and Liabilities .......................................   10
Statement of Operations ...................................................   11
Statement of Changes in Net Assets ........................................   12
Notes to Financial Statements .............................................   13
Financial Highlights ......................................................   15
Independent Auditors' Report ..............................................   16
Proxy Voting Results ......................................................   17
Retirement Account Information ............................................   19
Background Information
           Investment Philosophy and Policies .............................   20
           Comparative Indices ............................................   20
           Investment Team Leaders ........................................   20
Glossary ..................................................................   21

    American  Century  Investments  offers you nearly 70 fund  choices  covering
stocks,  bonds,  money markets,  specialty  investments and blended  portfolios.
We've organized our funds into three distinct groups,  based on investment style
and objectives, to help simplify your fund decisions. These groups appear below

                  AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                American Century       Twentieth Century(reg. tm)
     Group(reg. tm)                 Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
                                                          New Opportunities


We welcome your comments or questions about this report.

See the back cover for ways to contact us by mail, phone or e-mail.


Twentieth  Century and American Century are registered marks of American Century
Services  Corporation.  Benham Group is a registered  mark of Benham  Management
Corporation.

                                                   AMERICAN CENTURY INVESTMENTS


                                REPORT HIGHLIGHTS

MARKET PERSPECTIVE

*   Returns in the U.S. stock market were strong across  capitalization  ranges,
    with the stocks of large- and medium-sized  companies posting the best gains
    and small-cap stocks not far behind.

*   The S&P 500's total return for the year ended October 31, 1997,  was 32.10%,
    compared to 32.67% for the S&P MidCap 400 and 29.33% for the Russell 2000.

*   The  strong  gains  were   attributable  to  the  continuing  U.S.  economic
    expansion,  which is the third  longest  since  World War II.  Although  the
    market indices had a strong showing, the ride was not smooth.

*   Gains for small- and mid-cap stocks surpassed  large-cap  returns in August,
    following  earnings   disappointments  by  several  multinational   consumer
    companies.

*   Stocks of all sizes faltered in October, as the market reacted to turmoil in
    southeast Asian markets.

NEW OPPORTUNITIES

*   New  Opportunities  regained ground lost in its early months to post a 6.20%
    total return for the 10 months from its  inception to October 31, 1997.  The
    fund had an  impressive  32.75%  return  during  the final six months of the
    period,  as  small-  and  medium-capitalization  stocks  recovered  sharply.
    However, that performance was offset by the fund's losses from its inception
    through April 30, 1997.

*   The fund's top performing  stocks came from a variety of industries.  At the
    top of the list was Sipex Corp., which makes  semiconductor chips that light
    up wristwatch displays.

*   Datum Inc., a supplier to wireless communications  companies, was the fund's
    hardest  hit stock  during  the final six  months of the  fiscal  year.  The
    company  suffered  from  uncertainty  over future  demand from its principal
    customer.

*   Holdings  in  environmental   services  increased  as  our  management  team
    recognized  trends  of  consolidation  and  improved   efficiency  that  are
    benefiting these stocks.

*   Our fund managers are finding many  attractive  growth stocks to choose from
    in a number of industries. The fund's top 10 holdings at October 31 included
    a turf seed company, a pasta manufacturer and a contact lens maker.

NEW OPPORTUNITIES

TOTAL RETURNS:                 AS OF 10/31/97
     6 Months                          32.75%*
     Since Inception                    6.20%*

NET ASSETS:                      $231 million
     (AS OF 10/31/97)

INCEPTION DATE:                      12/26/96

TICKER SYMBOL:                          TWNOX

*Not annualized.

Many of the investment  terms in this report are defined in the Glossary on page
21.


ANNUAL REPORT                                         REPORT HIGHLIGHTS      1


                               OUR MESSAGE TO YOU

             [James E. Stowers, Jr. and James E. Stowers III photo]

    The stock  market's  bull run continued in 1997,  although  there were a few
stumbles.   In  August,   several   widely-held   companies  announced  earnings
disappointments and, in October, currency devaluations in southeast Asia rumbled
through  markets  worldwide.  The U.S.  market  rebounded  after each  period of
turbulence,  as the  underlying  strength of the  economy  supported a continued
advance in stock  prices.  Despite  fallout from Asian  markets,  there are many
reasons  to  believe  strong  stock   performance  will  continue.   Fundamental
indicators of the U.S.  economy's health remain solid,  providing an environment
for companies to build earnings while  surrendering  only a small  percentage of
their gains to inflation.

    Not all  investors  participated  equally in the market's  performance.  Our
funds  that  invest  in the  stocks  of  small  and  mid-sized  companies  had a
disappointing fiscal year. We have increased our focus on these funds to provide
additional  staffing  and other  resources  the team needs to  achieve  improved
returns. We are not satisfied with results of the past year and are committed to
doing better.

In 1998,  American  Century will enter its 40th year, a landmark few mutual fund
companies can claim. During the 1990s, we have broadened our range of investment
choices  dramatically.  Today, American Century offers nearly 70 funds, enabling
us to meet a wide array of investor objectives.

    The  company's   tradition  of  creating  new  opportunities  for  investors
continued  in July,  when we announced  that J.P.  Morgan had agreed to become a
significant  minority  shareholder in American Century. For more than 150 years,
J.P. Morgan has served  institutions,  governments and individuals  with complex
financial needs.  Within the framework of this proposed  relationship,  American
Century  will  continue  to operate as an  independent  company.  Our  corporate
management  team will remain the same, and the Stowers family will retain voting
control of the company.  This  proposed  business  partnership  will allow us to
expand and enhance the investment services we provide investors.

    These are interesting times to be in the mutual fund industry, whether as an
investor or a CEO.  Some  analysts  see  inflation  on the  horizon.  Others see
deflation,  as global competition forces prices downward.  Meanwhile,  investors
enjoy  new  choices  when  investing  for  retirement,  including  the  expanded
opportunities  provided by the Taxpayer Relief Act of 1997.  Whatever your needs
or  outlook,  we hope you will give us an  opportunity  to help you  reach  your
financial goals.

Sincerely,

/s/James E. Stowers, Jr.                  /s/James E. Stowers III
James E. Stowers,                         Jr. James E. Stowers III
Chairman of the Board and Founder         Chief Executive Officer


2    OUR MESSAGE TO YOU                             AMERICAN CENTURY INVESTMENTS


                               MARKET PERSPECTIVE

THE YEAR IN REVIEW

    On October 31, 1997,  the U.S.  economic  expansion  completed its eightieth
month,  making it the third longest since World War II. A 106-month-long  period
of sustained  economic  growth in the 1960s is the record holder,  followed by a
92-month  spell in the 1980s.  What  differentiates  the recent  expansion  from
earlier  ones is low  inflation,  with an  average  annual  rate of just over 2%
during the decade and just 1.8% for the 10 months of 1997. Wage pressure,  a key
component of inflation,  has yet to materialize  despite the lowest unemployment
rates since the early 1970s.  U.S.  corporations  have used  restructurings  and
technological advances to increase productivity more rapidly than the demand for
labor.  In the absence of inflationary  pressure,  interest rates have been low,
reducing  corporate  borrowing  costs. As a result,  profit margins are at their
highest  levels since 1969 and the economy has benefited  greatly.  It grew at a
torrid annual pace of 4.9% in the first quarter of 1997,  the strongest  quarter
in more than  nine  years.  Growth in the  second  and third  quarters  remained
strong, at annual rates of 3.3% each quarter.

THE MARKETS

    The stock market reflected this period of economic growth,  with all sectors
showing robust  returns.  The chart above captures the market's climb during the
year ended October 31, 1997. Although the indices had a strong showing, the ride
was not smooth,  with  unusually high levels of volatility and volumes of shares
traded setting records in August and October.  Whereas the S&P 500 was far ahead
of the other indices at April 30, 1997, the gap had closed six months later.

A handful of large,  multinational  stocks continued their two-year dominance of
the  market  until  August,  when  Coca-Cola  and  Gillette  announced  earnings
disappointments.  Other large  companies  followed  with similar  announcements,
leading  to an  abrupt  halt in the  market's  relentless  upward  march and the
outperformance of large stocks. The S&P 500 Index was down 5.8% for the month of
August.

    Stock prices resumed their upward move in September;  however,  the gains of
small- and mid-cap  stocks  exceeded  those of large  caps.  October saw another
reversal as the market reacted to news of currency devaluations across southeast
Asia. Those devaluations sent market indices plummeting in such emerging markets
as Thailand,  Malaysia and Singapore.  U.S.  investors  started paying attention
when the panic  selling  reached  Hong Kong and  European  markets.  The S&P 500
dropped 3.45% in October,  the S&P MidCap 400 dropped 4.35% and the Russell 2000
fell 4.39% amid fears that the sell-off  overseas  would  translate into reduced
corporate profits for U.S. multinational companies in 1998.

    The relative  outperformance  of medium- and  small-cap  stocks later in the
year  resulted  from  several  factors.  These  companies'  profits  are  not as
dependent on foreign trade as the profits of larger  companies;  small companies
were not tainted by the earnings  disappointments that hurt the large-cap sector
over the  summer;  and  small-cap  prices had  reached  very  attractive  levels
relative to earnings, positioning them for a strong rebound.

[line graph - data below]

U.S. Stock Market Performance
Growth of $1.00 for the year ended October 31, 1997

             S&P 500    S&P 400   Russell 2000
10/31/96      $1.00      $1.00      $1.00
11/30/96      $1.07      $1.06      $1.04
12/31/96      $1.06      $1.06      $1.07
1/31/97       $1.12      $1.10      $1.09
2/28/97       $1.13      $1.09      $1.06
3/31/97       $1.08      $1.04      $1.01
4/30/97       $1.15      $1.07      $1.02
5/31/97       $1.21      $1.16      $1.13
6/30/97       $1.27      $1.20      $1.18
7/31/97       $1.37      $1.31      $1.23
8/31/97       $1.29      $1.31      $1.26
9/30/97       $1.37      $1.39      $1.35
10/31/97      $1.32      $1.33      $1.29

Comparative One-Year Returns for the year ended October 31, 1997

S&P 500 ............ 32.10%
S&P MidCap 400 ..... 32.67%
Russell 2000 ....... 29.33%

SOURCE: LIPPER ANALYTICAL SERVICES, INC.


ANNUAL REPORT                                           MARKET PERSPECTIVE     3


                       PERFORMANCE & PORTFOLIO INFORMATION

TOTAL RETURNS AS OF OCTOBER 31,1997(1)
                                                    6 MONTHS     LIFE OF FUND(2)
- --------------------------------------------------------------------------------
New Opportunities ................................  32.75%         6.20%
Russell 2000 Growth ..............................  30.70%        15.55%(3)
- ----------
(1) Not Annualized.

(2) Inception was December 26, 1996.

(3) Return since 12/31/96,  the date nearest the fund's inception for which data
    are available.

Seepages 20 and 21 for more information  about the Russell 2000 Growth Index and
   returns.

[line graph - data below]

GROWTH OF $10,000 OVER THE LIFE OF THE FUND

             NEW OPP     RUSSELL 2000 GROWTH

12/31/96     $10,000     $10,000
1/31/97       $9,745     $10,242
2/28/97       $8,762      $9,623
3/31/97       $7,957      $8,944
4/30/97       $7,859      $8,841
5/31/97       $9,293     $10,169
6/30/97       $9,961     $10,514
7/31/97      $10,845     $11,053
8/31/97      $10,943     $11,385
9/30/97      $11,709     $12,293
10/31/97     $10,432     $11,555

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

The  line  representing  New  Opportunities'  total  return  includes  operating
expenses (such as transaction  costs and management  fees) that reduce  returns,
while the total return line of the Russell 2000 Growth Index does not.

PORTFOLIO AT A GLANCE
                                 10/31/97    4/30/97

Number of Companies              64          68
Median Price/Earnings Ratio      28.5        27.9
Portfolio Turnover               118%(1)     40%(2)
Expense Ratio                    1.49%(3)    1.50%(3)

(1) For the period from 12/26/96 to 10/31/97.

(2) For the period from 12/26/96 to 4/30/97.

(3) Annualized.


4    PERFORMANCE & PORTFOLIO INFORMATION           AMERICAN CENTURY INVESTMENTS


                                 MANAGEMENT Q&A

    An interview  with Glenn Fogle and John Seitzer,  portfolio  managers on the
New Opportunities investment team.

How did the fund perform from its inception on December 26, 1996,  until October
31?

    New  Opportunities  regained ground lost in its early months to post a 6.20%
total return.  The fund's  benchmark,  the Russell 2000 Growth  Index,  returned
15.55%.  The fund had an impressive 32.75% return during the final six months of
the period, when its benchmark returned 30.70%.  However, the fund's performance
was offset by its earlier losses.

    Price  volatility is a fact of life among smaller stocks.  Still,  this year
was exceptional.  In the first half of the period, large-cap stocks outperformed
the stocks of smaller companies by a wide margin.  In addition,  performance was
restricted to a fairly small group of stocks in each capitalization category. In
the second half, the stocks of smaller  companies  rebounded  sharply.  The fund
outperformed its benchmark as investors  regained  confidence in the high growth
companies in which New Opportunities invests.

What attracted investors to mid- and small-cap growth stocks?

    Two things seemed responsible.  Several high profile,  large-cap  companies,
including  Coca-Cola  and  Gillette,  announced  disappointing  earnings for the
second quarter.  This gave investors a heads-up that even large, global consumer
franchises can stumble. Secondly,  investors started to regain confidence in the
earnings  prospects  of the high growth  companies  we buy. The first few months
after the fund opened were  frustrating  for us  because,  although  many of our
holdings met very high earnings expectations, investors doubted that such growth
could continue. As these companies continued to hit earnings targets,  investors
became more  willing to pay the  premium  that high  growth  companies  normally
command, especially since the premium had fallen over the past year.

How did you respond to the market's 7.18% drop on October 27?

    We checked on each of our  holdings to see if there were any reason to doubt
our  confidence in their business  prospects,  and we added to holdings that had
dropped to very attractive prices. We saw no reason to join a market move driven
by psychological fears rather than economic factors.

What stocks or sectors added most to returns  during the final six months of the
fiscal year?

    The fund's top performing  stocks came from a variety of industries.  At the
top of the list was Sipex Corp., which makes  semiconductor  chips that light up
wristwatch displays.  These highly efficient chips require less battery power to
illuminate a display than those produced by competitors.  A growing  universe of
cellular  phone and pager  applications  are driving  the  stock's  performance.
Another large contributor to fund performance was Trico Marine Services, Inc., a
company that operates supply boats to support offshore drillers.  New technology
is enabling oil and gas companies to more accurately  find, and more efficiently
extract,  oil and gas reserves.  Our holdings  included firms that supply energy
companies  with both land rigs and  offshore  rigs,  as well as boats to service
offshore operations.  The number of drilling rigs is down by half compared to 10
years ago and the cost and time to build new  equipment is  significant,  giving
tremendous  pricing power to rig service companies.  By the end of October,  our
holdings in this category  decreased as we found more  attractive  opportunities
elsewhere.

    Among our other top performers was Computer Learning Centers,  which designs
and administers  year-long  information  technology  training  programs.  Eighty
percent of the students  who enroll do not have college  degrees and are seeking
training to further  their job  prospects.  The schools  boast an 85%  placement
rate.


ANNUAL REPORT                                               MANAGEMENT Q&A     5


                                 MANAGEMENT Q&A

What stocks or sectors detracted from fund performance?

    Datum Inc., a supplier to wireless communications companies, was our hardest
hit stock during the final six months of the fiscal year.  The company  makes an
atomic clock, which is used to coordinate the transmission of digital packets of
data.  The stock  suffered  from  uncertainty  over future  demand from  Datum's
principal  customer.  Spine-Tech  Inc.  was another  disappointment.  It makes a
fusion cage,  which can be inserted in the lower spine and acts as a cushion for
those suffering from degenerative disc disease. The cage is cheaper,  faster and
more  effective  than the metal screws used most  commonly  today.  Spine-Tech's
stock was  impacted by concerns  that an  orthopedic  supplier  may  introduce a
competing product sooner than expected.

What changes did you make in the fund's investment strategy or holdings?

    The  fund's  holdings  in  biotechnology  and  pharmaceutical   stocks  have
declined.  We loaded up on these stocks after they were hit by a wave of what we
believe  was  indiscriminate  selling  in April.  As small- and  mid-cap  stocks
regained favor with investors over the summer, we sold some of these holdings to
buy companies that we felt had more sustainable earnings acceleration prospects,
such as  Connector  Managed  Care.  This firm  provides  services  to  insurance
companies  and  corporations  to help  reduce the cost of  workers  compensation
insurance.

    Environmental  services is an  industry in which we are seeing  acceleration
trends and have increased holdings.  There is a rapid move toward  consolidation
and we have purchased a few small waste companies that are aggressively  growing
by  acquisition.  The industry still  includes over 5,900  private,  small-scale
operators that are ripe for acquisition. The larger public companies are able to
acquire  smaller  companies and operate them more  profitably  by  consolidating
back-office functions and using landfill space more efficiently.

    Our weighting in machinery and equipment also increased. One example is
Discreet Logic, which makes non-linear video editing

TOP TEN HOLDINGS                           % of fund investments
                                            As of          As of
                                           10/31/97       4/30/97

Helen of Troy Ltd.                           2.8%           2.3%
Sipex Corp.                                  2.8%           1.6%
Rainforest Cafe, Inc.                        2.7%           1.7%
Pinnacle Systems, Inc.                       2.5%             -
Trico Marine Services, Inc.                  2.5%           1.5%
Kos Pharmaceuticals, Inc.                    2.5%           2.0%
Wesley Jessen VisionCare, Inc.               2.4%             -
American Italian Pasta Co. Cl A              2.1%             -
Wackenhut Corrections Corp.                  2.0%             -
Concentra Managed Care, Inc.                 1.9%           1.2%*


TOP FIVE INDUSTRIES % of fund investments
                                            As of          As of
                                           10/31/97       4/30/97
Electrical & Electronic
Components                                   13.6%          9.1%
Machinery & Equipment                        10.6%          7.1%
Computer Software & Services                 8.6%           8.8%
Energy (Services)                            5.7%           6.9%
Environmental Services                       4.9%           2.8%

*Represents CRA Managed Care, Inc., which merged with Occusystems, Inc. to
form Concentra Managed Care, Inc. effective 9/2/97.


6   MANAGEMENT Q&A                                 AMERICAN CENTURY INVESTMENTS


                                 MANAGEMENT Q&A

equipment used to create special effects in feature films such as Jurassic Park.
The demand for special effects in films is increasing and Discreet dominates the
high-end segment of the market.

    It should be noted that the investment  managers of New  Opportunities use a
bottoms-up  approach for  constructing  the portfolio.  We do not  strategically
adjust our industry weighings in response to our opinion of where the economy is
headed. Our bottoms-up  approach has led to a very diversified set of companies,
including a turf seed company,  a pasta  manufacturer  and a contact lens maker.
However,  we may encounter a company whose earnings growth is driven by industry
factors, which then points us toward other companies in the same industry.  This
was the case with environmental services.

DO YOU SEE THE SHIFT TOWARD SMALL- AND MID-CAP STOCKS CONTINUING?

    The market is not yet in love with small- and mid-cap growth stocks,  but it
no longer hates them. In other words, from October,  1996,  through March, 1997,
investors seemed bent on reducing their exposure to smaller stocks.  The selling
pressure  caused these stocks to badly trail large-cap  indices.  More recently,
the market's narrow preference for large-cap stocks has broadened to include the
rest of the  market,  which  is an  improvement  but  hardly  a major  shift  in
sentiment.  However,  if the large-cap stocks that have led the market for three
years continue to see slowing  earnings growth rates, we would expect  investors
to become more interested in smaller stocks with more robust earnings growth.


ANNUAL REPORT                                              MANAGEMENT Q&A      7


                             SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997

Shares                      ($ in Thousands)                      Value
- --------------------------------------------------------------------------------

 COMMON STOCKS

AEROSPACE & DEFENSE--1.0%

                    70,000  Triumph Group, Inc.(1)                   $    2,275
                                                                   -------------

AGRICULTURE--1.5%

                   355,200  AgriBioTech, Inc.(1)                          3,530
                                                                   -------------

AUTOMOBILES & AUTO PARTS--1.4%

                    80,000  Tower Automotive, Inc.(1)                     3,350
                                                                   -------------

BIOTECHNOLOGY--4.0%

                    65,400  Agouron Pharmaceuticals, Inc.(1)              2,979

                    70,000  PAREXEL International Corp.(1)                2,520

                    65,000  PathoGenesis Corp.(1)                         2,320

                    58,700  Sangstat Medical Corp.(1)                     1,809
                                                                   -------------

                                                                          9,628
                                                                   -------------

BUSINESS SERVICES & SUPPLIES--2.3%

                    15,000  NCO Group, Inc.(1)                              540

                   169,700  Wackenhut Corrections Corp.(1)                4,879
                                                                   -------------

                                                                          5,419
                                                                   -------------

COMMUNICATIONS EQUIPMENT--3.8%

                   131,000  Boston Technology, Inc.(1)                    3,553

                    70,000  Davox Corp.(1)                                2,494

                    65,000  NICE-Systems Ltd. ADR(1)                      3,047
                                                                   -------------

                                                                          9,094
                                                                   -------------

COMMUNICATIONS SERVICES--1.7%

                   170,000  RSL Communications, Ltd. Cl A(1)              3,984
                                                                   -------------

COMPUTER SOFTWARE & SERVICES--8.6%

                   175,000  Aris Corp.(1)                                 4,156

                   137,000  Cerner Corp.(1)                               3,313

                   120,000  JDA Software Group, Inc.(1)                   3,743

                     6,900  Mastech Corp.(1)                                230

                   150,000  Radiant Systems, Inc.(1)                      2,747

                   100,000  Superior Consultant Holdings Corp.(1)         3,106

                    81,750  Veritas Software Corp.(1)                     3,403
                                                                   -------------

                                                                         20,698
                                                                   -------------

CONSUMER PRODUCTS--4.1%

                   200,000  Enamelon, Inc.(1)                             3,100

                   401,800  Helen of Troy Ltd.(1)                         6,755
                                                                   -------------

                                                                          9,855
                                                                   -------------


Shares                      ($ in Thousands)                      Value
- --------------------------------------------------------------------------------

CONTROL & MEASUREMENT--2.6%

                   129,100  Molecular Dynamics, Inc.(1)              $    2,985

                   235,000  Robotic Vision Systems, Inc.(1)               3,276
                                                                    ------------

                                                                          6,261
                                                                    ------------

EDUCATION--0.9%

                    48,000  Computer Learning Centers, Inc.(1)            2,184
                                                                    ------------

ELECTRICAL & ELECTRONIC
COMPONENTS--13.6%

                    95,000  ANADIGICS, Inc.(1)                            3,509

                   240,000  Box Hill Systems Corp.(1)                     3,720

                   100,000  Burr-Brown Corp.(1)                           3,006

                    42,800  Jabil Circuit, Inc.(1)                        1,934

                   115,000  Qlogic Corp.(1)                               3,709

                   136,500  REMEC, Inc.(1)                                3,438

                    45,500  Sanmina Corp.(1)                              3,401

                   200,000  Sipex Corp.(1)                                6,738

                    68,200  Vitesse Semiconductor Corp.(1)                2,962
                                                                    ------------

                                                                         32,417
                                                                    ------------

ENERGY (SERVICES)--5.7%

                    99,600  Hvide Marine, Inc.(1)                         3,281

                   170,000  Input/Output, Inc.(1)                         4,558

                   160,000  Trico Marine Services, Inc.(1)                5,900
                                                                    ------------

                                                                         13,739
                                                                    ------------

ENVIRONMENTAL SERVICES--4.9%

                   118,300  American Disposal Services, Inc.(1)           4,141

                   125,600  Eastern Environmental Services, Inc.(1)       3,171

                   168,500  Superior Services Inc.(1)                     4,476
                                                                    ------------

                                                                         11,788
                                                                    ------------

FOOD & BEVERAGE--3.2%

                   235,000  American Italian Pasta Co. Cl A(1)            4,935

                   172,600  Northland Cranberries, Inc.                   2,675
                                                                    ------------

                                                                          7,610
                                                                    ------------

HEALTHCARE--2.8%

                   120,000  Advanced Health Corp.(1)                      2,115

                   141,451  Concentra Managed Care, Inc.(1)               4,606
                                                                    ------------

                                                                          6,721
                                                                    ------------

LEISURE--1.3%

                   135,000  Vistana, Inc.(1)                              3,063
                                                                    ------------

See Notes to Financial Statements


8   SCHEDULE OF INVESTMENTS                        AMERICAN CENTURY INVESTMENTS


                             SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997

Shares                      ($ in Thousands)                      Value
- --------------------------------------------------------------------------------

MACHINERY & EQUIPMENT--10.6%

                    68,900  Applied Power Inc.                    $    4,263

                   200,000  Discreet Logic Inc.(1)                     3,913

                    60,000  Hanover Compressor Company(1)              1,298

                   230,000  OmniQuip International, Inc.               3,781

                   230,000  Pinnacle Systems, Inc.(1)                  6,095

                   110,000  Rental Service Corp.(1)                    2,943

                    74,300  Veeco Instruments Inc.(1)                  2,944
                                                             ----------------

                                                                      25,237
                                                             ----------------

MEDICAL EQUIPMENT & SUPPLIES--4.4%

                    90,000  Cyberonics, Inc.(1)                        1,215

                   112,000  Spine-Tech, Inc.(1)                        3,479

                   200,000  Wesley Jessen VisionCare, Inc.(1)          5,800
                                                             ----------------

                                                                      10,494
                                                             ----------------

PHARMACEUTICALS--2.5%

                   165,000  Kos Pharmaceuticals, Inc.(1)               5,888
                                                             ----------------

RESTAURANTS--3.3%

                    50,700  Fine Host Corp.(1)                         1,401

                   188,900  Rainforest Cafe, Inc.(1)                   6,434
                                                             ----------------

                                                                       7,835
                                                             ----------------

RETAIL (APPAREL)--2.5%

                   250,000  Children's Place Retail
                              Stores, Inc. (The)(1)                    1,508

                   185,000  DM Management Co.(1)                       2,792

                   140,800  Genesco Inc.(1)                            1,786
                                                             ----------------

                                                                       6,086
                                                             ----------------

RETAIL (GENERAL MERCHANDISE)--1.7%

                   188,000  Fred's, Inc.                               4,148
                                                             ----------------

RETAIL (SPECIALTY)--1.8%

                   168,400  Action Performance Cos. Inc.(1)            4,294
                                                             ----------------

RUBBER & PLASTICS--1.5%

                   155,000  Peak International Ltd.(1)                 3,613
                                                             ----------------


TOTAL COMMON STOCKS--91.7%                                           219,211
   (Cost $192,518)                                           ----------------


Shares/Principal Amount     ($ in Thousands)                     Value
- --------------------------------------------------------------------------------

TEMPORARY CASH INVESTMENTS(2)



   $6,700 par value FHLB Discount
      Notes, 5.50%, 11/3/97                                        $    6,700

   1,800,000 Units of Participation in Chase
      Vista  U.S. Government Money Market Fund
      (Institutional Shares), 5.37%, 11/3/97                            1,800

   Repurchase Agreement, Merrill Lynch & Co. Inc.,
      (U.S. Treasury obligations), in a joint
      trading account at 5.60%, dated 10/31/97,
      due 11/3/97 (Delivery value $11,405)                             11,400
                                                         -----------------------

TOTAL TEMPORARY CASH INVESTMENTS--8.3%                                 19,900
    (Cost $19,898)                                       -----------------------

TOTAL INVESTMENT SECURITIES--100.0%                                  $239,111
   (Cost $212,416)                                       =======================

NOTES TO SCHEDULE OF INVESTMENTS

FHLB = Federal Home Loan Bank

(1)  Non-income producing.

(2)  The  rates  for U.S.  Government  Agency  discount  notes  are the yield at
     purchase.

See Notes to Financial Statements


ANNUAL REPORT                                     SCHEDULE OF INVESTMENTS     9


                       STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 1997
                             ($ and Shares in Thousands Except Per Share Amount)
ASSETS

Investment securities, at value
   (identified cost of $212,416) (Note 3) .....................       $ 239,111

Cash ..........................................................             155

Receivable for investments sold ...............................           2,470

Dividends and interest receivable .............................              12
                                                                      ---------
                                                                        241,748
                                                                      ---------

LIABILITIES

Disbursements in excess of demand deposit cash ................             253

Payable for investments purchased .............................           9,901

Payable for capital shares redeemed ...........................              12

Accrued management fees (Note 2) ..............................             316
                                                                      ---------
                                                                         10,482
                                                                      ---------
Net Assets ....................................................       $ 231,266
                                                                      =========

CAPITAL SHARES, $0.01 PAR VALUE

Authorized ....................................................         100,000
                                                                      =========
Outstanding ...................................................          43,529
                                                                      =========
Net Asset Value Per Share .....................................       $    5.31
                                                                      =========

NET ASSETS CONSIST OF:

Capital (par value and paid in surplus) .......................       $ 208,322

Accumulated undistributed net realized
loss from investment transactions .............................          (3,751)

Net unrealized appreciation on investments (Note 3) ...........          26,695
                                                                      ---------
                                                                      $ 231,266
                                                                      =========

See Notes to Financial Statements


10   STATEMENT OF ASSETS AND LIABILITIES           AMERICAN CENTURY INVESTMENTS


                             STATEMENT OF OPERATIONS

December 26, 1996 (Inception) Through October 31, 1997

INVESTMENT INCOME                                              ($ In Thousands)

Income:

Interest .......................................................       $    532
Dividends ......................................................             52
                                                                       --------
                                                                            584
                                                                       --------
Expenses (Note 2):

Management fees ................................................          2,151
Directors' fees and expenses ...................................              1
                                                                       --------
                                                                          2,152
                                                                       --------

Net investment loss ............................................         (1,568)
                                                                       --------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (NOTE 3)


Net realized loss on investments ...............................         (3,751)
Change in net unrealized appreciation on investments ...........         26,695
                                                                       --------

Net realized and unrealized gain on investments ................         22,944
                                                                       --------
Net Increase in Net Assets
Resulting from Operations ......................................       $ 21,376
                                                                       ========

See Notes to Financial Statements


ANNUAL REPORT                                    STATEMENT OF OPERATIONS     11


                       STATEMENT OF CHANGES IN NET ASSETS

DECEMBER 26, 1996 (INCEPTION) THROUGH
OCTOBER 31, 1997

Increase in Net Assets

OPERATIONS

Net investment loss .............................................     $  (1,568)

Net realized loss on investments ................................        (3,751)

Change in net unrealized appreciation on investments ............        26,695
                                                                      ---------

Net increase in net assets resulting from operations ............        21,376
                                                                      ---------

CAPITAL SHARE TRANSACTIONS

Proceeds from shares sold .......................................       220,830
Payments for shares redeemed ....................................       (10,940)
                                                                      ---------
Net increase in net assets from capital share transactions ......       209,890
                                                                      ---------

Net increase in net assets ......................................       231,266

NET ASSETS

Beginning of period .............................................          --
                                                                      ---------
End of period ...................................................     $ 231,266
                                                                      =========

TRANSACTIONS IN SHARES OF THE FUND

Sold ............................................................        45,726
Redeemed ........................................................        (2,197)
                                                                      ---------
Net increase ....................................................        43,529
                                                                      =========

See Notes to Financial Statements


12   STATEMENT OF CHANGES IN NET ASSETS            AMERICAN CENTURY INVESTMENTS


                          NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION--American  Century  Mutual  Funds,  Inc. (the  Corporation)  is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management  investment  company.   American  Century  -  Twentieth  Century  New
Opportunities  Fund (the Fund) is one of the thirteen  series of funds issued by
the Corporation.  The Fund's  investment  objective is to seek capital growth by
investing  primarily in common stocks that are  considered by management to have
better-than-average  prospects  for  appreciation.   The  following  significant
accounting  policies  related  to the Fund  are in  accordance  with  accounting
policies generally accepted in the investment company industry.

    SECURITY  VALUATIONS--Portfolio  securities  traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a principal securities exchange are valued through valuations obtained
from a  commercial  pricing  service  or at the mean of the most  recent bid and
asked prices.  When valuations are not readily available,  securities are valued
at fair value as determined in accordance with  procedures  adopted by the Board
of Directors.

    SECURITY  TRANSACTIONS--Security  transactions are accounted for on the date
purchased  or  sold.  Net  realized  gains  and  losses  are  determined  on the
identified cost basis, which is also used for federal income tax purposes.

    INVESTMENT  INCOME--Dividend  income less foreign taxes withheld (if any) is
recorded as of the ex-dividend date.  Interest income is recorded on the accrual
basis and includes amortization of discounts and accretion of premiums.

    FOREIGN  CURRENCY  TRANSACTIONS--The  accounting  records  of the  Fund  are
maintained in U. S. dollars.  All assets and liabilities  initially expressed in
foreign  currencies  are  converted  into U. S. dollars at  prevailing  exchange
rates.  Purchases  and sales of  investment  securities,  dividend  and interest
income, and certain expenses are translated at the rates of exchange  prevailing
on the respective dates of such transactions.

    Net realized foreign  currency  exchange gains or losses arise from sales of
foreign  currencies  and the  difference  between  asset and  liability  amounts
initially stated in foreign currencies and the U. S. dollar value of the amounts
actually  received or paid. Net unrealized  foreign  currency  exchange gains or
losses  arise from  changes in the value of assets and  liabilities,  other than
portfolio securities, resulting from changes in the exchange rates.

    Net  realized  and  unrealized  foreign  currency  exchange  gains or losses
occurring  during the holding period of portfolio  securities are a component of
realized gain (loss) on investments and unrealized  appreciation  (depreciation)
on investments, respectively. During the period ended October 31, 1997, the Fund
did not hold any securities denominated in foreign currencies.  Therefore, there
were no realized or unrealized foreign currency exchange gains or losses for the
period.

    FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS--The Fund may enter into forward
foreign  currency  exchange  contracts  for the  purpose  of  settling  specific
purchases or sales of securities  denominated in a foreign  currency or to hedge
the Fund's  exposure  to  foreign  currency  exchange  rate  fluctuations.  When
required,  the Fund will segregate  assets in an amount  sufficient to cover its
obligations  under the hedge  contracts.  The net U. S. dollar  value of foreign
currency  underlying  all  contractual  commitments  held  by the  Fund  and the
resulting  unrealized  appreciation or depreciation  are determined  daily using
prevailing exchange rates.  Forward contracts involve elements of risk in excess
of the amount  reflected in the  Statement of Assets and  Liabilities.  The Fund
bears the risk of an unfavorable  change in the foreign  currency  exchange rate
underlying  the  forward  contract.  Additionally,   losses  may  arise  if  the
counterparties  do not  perform  under the  contract  terms.  There were no open
forward foreign currency exchange contracts at October 31, 1997.

    REPURCHASE  AGREEMENTS--The  Fund may enter into repurchase  agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost.  The  Fund  requires  that  the  securities   purchased  in  a  repurchase
transaction be transferred to the custodian in a manner sufficient to enable the
Fund to obtain those  securities in the event of a default under the  repurchase
agreement.  ACIM  monitors,  on a  daily  basis,  the  value  of the  securities
transferred  to  ensure  that the  value,  including  accrued  interest,  of the
securities  under each repurchase  agreement is equal to or greater than amounts
owed to the Fund under each repurchase agreement.

    JOINT  TRADING  ACCOUNT--Pursuant  to  an  Exemptive  Order  issued  by  the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with  ACIM  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase  agreements that are  collateralized by U. S.
Treasury or Agency obligations.


ANNUAL REPORT                                NOTES TO FINANCIAL STATEMENTS    13


                          NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

    INCOME TAX  STATUS--It is the policy of the Fund to  distribute  all taxable
income and capital gains to shareholders and to otherwise qualify as a regulated
investment  company under provisions of the Internal Revenue Code.  Accordingly,
no provision has been made for federal income taxes.

    DISTRIBUTIONS TO SHAREHOLDERS--Distributions to shareholders are recorded on
the ex-dividend date.  Distributions from net investment income and net realized
gains are declared and paid annually.

    The  character  of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal  income tax purposes.  These  differences  are due to differences in the
recognition  of  income  and  expense  items  for  financial  statement  and tax
purposes.

    At October 31, 1997,  accumulated  net realized  capital loss  carryovers of
$3,542,313 (expiring 2005) may be used to offset future taxable gains.

    ADDITIONAL  INFORMATION--Certain  officers and directors of the  Corporation
are also officers and/or directors, and, as a group, controlling stockholders of
American Century  Companies,  Inc., the parent of the  Corporation's  investment
manager,  ACIM,  the  Corporation's  distributor,  American  Century  Investment
Services,  Inc., and the Corporation's transfer agent, American Century Services
Corporation.

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the reported  amounts of increases  and decreases in net assets
from operations  during the reporting  period.  Actual results could differ from
those estimates.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

    The  Corporation  has entered  into a  Management  Agreement  with ACIM that
provides the Fund with investment  advisory and management  services in exchange
for a single,  unified  management fee. The Agreement provides that all expenses
of the Fund, except brokerage commissions,  taxes,  interest,  expenses of those
directors  who  are  not  considered  "interested  persons"  as  defined  in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will be paid by ACIM. The fee is computed daily and paid monthly based
on the Fund's  average daily closing net assets during the previous  month.  The
annual management fee is 1.50%.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

    Purchases of investment securities,  excluding short-term  investments,  for
the period  December 26, 1996  (inception)  through  October 31,  1997,  totaled
$383,709,772.  Sales of investment securities, excluding short-term investments,
totaled $187,438,613.

    As  of  October  31,  1997,  accumulated  net  unrealized  appreciation  was
$26,485,664,  based on the aggregate cost of investments  for federal income tax
purposes of $212,625,391.  Accumulated net unrealized  appreciation consisted of
unrealized   appreciation   of  $35,359,351   and  unrealized   depreciation  of
$8,873,687.


14    NOTES TO FINANCIAL STATEMENTS                AMERICAN CENTURY INVESTMENTS


                              FINANCIAL HIGHLIGHTS

                        For a Share Outstanding Throughout the Period Indicated

                                                                         1997(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period ..........................................   $        5.00
                                                                 -------------

Income From Investment Operations
  Net Investment Loss ........................................           (0.04)
  Net Realized and Unrealized Gain on Investment Transactions             0.35
                                                                 -------------
  Total From Investment Operations ...........................            0.31
                                                                 -------------

Net Asset Value, End of Period ...............................   $        5.31
                                                                 =============
  Total Return(2) ............................................            6.20%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets(3) .........            1.49%

Ratio of Net Investment Loss to Average Net Assets(3) ........           (1.09)%

Portfolio Turnover Rate ......................................             118%

Average Commission Paid per Share of Equity Security Traded ..   $      0.0251

Net Assets, End of Period (in thousands) .....................   $     231,266
- ----------

(1) December 26, 1996 (inception) through October 31, 1997.

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions,  if any. Total returns for periods less than one year are not
    annualized.

(3) Annualized.

See Notes to Financial Statements


ANNUAL REPORT                                        FINANCIAL HIGHLIGHTS     15


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,

American Century Mutual Funds, Inc:

  We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of investments, of American Century-Twentieth Century New
Opportunities  Fund (the "Fund"),  one of the funds comprising  American Century
Mutual Funds, Inc. (formerly  Twentieth Century Investors,  Inc.), as of October
31, 1997, and the related statements of operations and changes in net assets for
the period December 26, 1996  (commencement  of operations)  through October 31,
1997,  and  the  financial   highlights   for  the  period   December  26,  1996
(commencement   of  operations)   through  October  31,  1997.  These  financial
statements  and the financial  highlights are the  responsibility  of the Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and the financial highlights based on our audit.

  We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1997 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

  In our opinion,  such financial  statements and financial  highlights  present
fairly,  in  all  material   respects,   the  financial   position  of  American
Century-Twentieth  Century New  Opportunities  Fund as of October 31, 1997,  the
results of its  operations,  the  changes in its net assets,  and the  financial
highlights  for the period  then ended in  conformity  with  generally  accepted
accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
November 26, 1997


16      INDEPENDENT AUDITORS' REPORT               AMERICAN CENTURY INVESTMENTS


                              PROXY VOTING RESULTS

    An annual meeting of shareholders  was held on July 30, 1997, to vote on the
following  proposals.  All of the  proposals  received the required  majority of
votes and were adopted.

    A summary of voting results is listed below each proposal.

PROPOSAL 1:

To elect a Board of  Directors  of nine  members to hold  office for the ensuing
year or until their successors are elected and qualified.

James E. Stowers, Jr.
   For:                                   26,842,276
   Withheld:                                 525,140

James E. Stowers III
   For:                                   26,878,978
   Withheld:                                 488,438

Thomas A. Brown
   For:                                   26,891,422
   Withheld:                                 475,994

Robert W. Doering, M.D.
   For:                                   26,844,725
   Withheld:                                 522,691

D.D. (Del) Hock
   For:                                   26,886,458
   Withheld:                                 480,958

Linsley L. Lundgaard
   For:                                   26,828,528
   Withheld:                                 538,888

Donald H. Pratt
   For:                                   26,894,770
   Withheld:                                 472,646

Lloyd T. Silver, Jr.
   For:                                   26,847,216
   Withheld:                                 520,200

M. Jeannine Strandjord
   For:                                   26,892,745
   Withheld:                                 474,671

PROPOSAL 2:

To vote on approval of a Management  Agreement with American Century  Investment
Management, Inc.

   For:                                   26,676,429
   Against:                                  535,183
   Abstain:                                  151,620
   Broker Non-Vote:                            4,184

PROPOSAL 3:

To vote on the  selection  by the Board of Directors of Deloitte & Touche LLP as
independent auditors for the Corporation.

   For:                                   26,890,526
   Against:                                  390,528
   Abstain:                                   86,362

PROPOSAL 4:

To vote on the adoption of standardized investment limitations for the following
items:

* Eliminate the fundamental investment limitation concerning diversification of
investments.

   For:                                   26,219,934
   Against:                                  984,880
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184

* Amend the fundamental investment limitation concerning the issuance of senior
securities.

   For:                                   26,261,298
   Against:                                  943,516
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184

* Amend the fundamental investment limitation concerning borrowing.

   For:                                   26,161,198
   Against:                                1,043,616
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184


ANNUAL REPORT                                        PROXY VOTING RESULTS    17


                              PROXY VOTING RESULTS

* Amend the fundamental investment limitation concerning lending.

   For:                                   26,164,116
   Against:                                1,040,698
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184

* Amend  the  fundamental  investment  limitation  concerning  concentration  of
investments in a particular industry.

   For:                                   26,175,486
   Against:                                1,029,328
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184

* Eliminate the fundamental investment limitation regarding investments in
illiquid securities.

   For:                                   26,245,787
   Against:                                  959,027
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184

* Eliminate the fundamental limitation concerning investment in other investment
companies.

   For:                                   26,283,484
   Against:                                  921,330
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184

* Amend the fundamental investment limitation concerning investments in real
estate.

   For:                                   26,291,492
   Against:                                  913,322
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184

* Amend the fundamental investment limitation concerning underwriting.

   For:                                   26,323,965
   Against:                                  880,849
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184

* Amend the fundamental investment limitation concerning commodities.

   For:                                   26,187,742
   Against:                                1,017,072
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184

* Eliminate the fundamental  limitation  concerning  investments in issuers with
less than three years of continuous operations.

   For:                                   26,318,280
   Against:                                  886,534
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184

* Eliminate the fundamental limitation concerning short sales.

   For:                                   26,272,567
   Against:                                  932,247
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184

* Eliminate the fundamental investment limitation concerning margin purchases of
securities.

   For:                                   26,262,023
   Against:                                  942,791
   Abstain:                                  158,418
   Broker Non-Vote:                            4,184


18   PROXY VOTING RESULTS                          AMERICAN CENTURY INVESTMENTS


                         RETIREMENT ACCOUNT INFORMATION

    As required by law,  any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

    When you plan to  withdraw,  you may make your  election by  completing  our
Exchange/Redemption  form or an IRS Form W-4P. Call American  Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

    Remember,  even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


ANNUAL REPORT                               RETIREMENT ACCOUNT INFORMATION    19


                             BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY AND POLICIES

    The Twentieth Century Group offers 10 equity funds that invest in the stocks
of growing  companies,  both  domestically and  internationally.  The philosophy
behind these growth funds  focuses on three  important  principles.  First,  the
funds seek to own  successful  companies,  which we define as those with growing
earnings  and  revenues.  Second,  we attempt to keep the funds fully  invested,
regardless of short-term market activity. Experience has shown that market gains
can occur in  unpredictable  spurts and that  missing  those  opportunities  can
significantly  limit the  potential  for gain.  Third,  the funds are managed by
teams rather than by one "star." We believe this allows us to make better,  more
consistent management decisions.

    In addition to these principles, each fund has its own investment policies.

    TWENTIETH CENTURY NEW  OPPORTUNITIES  generally invests in the securities of
small  companies  that  exhibit  accelerating  growth.  The fund is  subject  to
significant price volatility, but offers high long-term growth potential.

COMPARATIVE INDICES

    The  following  indices are used in the report to serve as fund  performance
comparisons. They are not investment products available for purchase.

    The S&P 500 is a capitalization-weighted index of the stocks of 500 publicly
traded  U.S.  companies  that are  considered  to be leading  firms in  dominant
industries.  Created by Standard & Poor's Corporation,  it is considered to be a
broad measure of U.S. stock market performance.

    The S&P MIDCAP 400 is a  capitalization-weighted  index of the stocks of the
400 largest  leading  U.S.  companies  not  included in the S&P 500.  Created by
Standard & Poor's Corporation,  it is considered to represent the performance of
mid-cap stocks generally.

    The RUSSELL 2000 INDEX was created by the Frank Russell Company. It measures
the performance of the 2,000 smallest of the 3,000 largest  publicly-traded U.S.
companies  based on total market  capitalization.  The Russell  2000  represents
approximately 10% of the total market capitalization of the top 3,000 companies.
The average market  capitalization  of the index is approximately  $420 million.
The RUSSELL 2000 GROWTH INDEX  measures the  performance  of those  Russell 2000
companies with higher price-to-book ratios and higher forecasted growth rates.

- --------------------------------------------------------------------------------
INVESTMENT TEAM LEADERS
- --------------------------------------------------------------------------------
Portfolio Managers          Glenn Fogle
                            John Seitzer
- --------------------------------------------------------------------------------

20    BACKGROUND INFORMATION                        AMERICAN CENTURY INVESTMENTS


                                    GLOSSARY

RETURNS

   TOTAL  RETURN  figures show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

   AVERAGE ANNUAL RETURNS illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on page 15.

PORTFOLIO STATISTICS

   NUMBER OF COMPANIES--  the number of different  companies held by a fund on a
given date.

   AVERAGE  DIVIDEND  YIELD OF  HOLDINGS-- a  percentage  return  calculated  by
dividing a company's  annual cash  dividend by the current  market  value of the
company's stock.

   PRICE/EARNINGS (P/E) RATIO-- a stock value measurement calculated by dividing
a company's stock price by its earnings per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Earnings  per share is  calculated by
dividing the after-tax earnings of a corporation by its outstanding shares.)

   PORTFOLIO  TURNOVER-- the percentage of a fund's investment portfolio that is
replaced during a given time period, usually a year. Actively managed portfolios
tend to have higher  turnover than passively  managed  portfolios  such as index
funds.

   EXPENSE RATIO-- the operating  expenses of the fund expressed as a percentage
of average net assets.  Shareholders pay an annual fee to the investment manager
for  investment  advisory  and  management  services.  The expenses and fees are
deducted from fund income, not from each shareholder account. (See Note 2 in the
Notes to Financial Statements.)

TYPES OF STOCKS

   BLUE-CHIP  STOCKS--  stocks of the most  established  companies  in  American
industry.   They  are  generally  large,   fairly  stable  companies  that  have
demonstrated  consistent  earnings and usually have long-term growth  potential.
Examples include General Electric and Coca-Cola.

   CYCLICAL STOCKS-- generally  considered to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of  automobile  manufacturers,  steel  producers  and textile
operators.

   GROWTH  STOCKS--  stocks of  companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare and consumer staple companies.

   LARGE-CAPITALIZATION ("LARGE-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

   MEDIUM-CAPITALIZATION  ("MID-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of between $1 billion and $5  billion.  These tend to be the
stocks that make up the S&P MidCap 400.

   SMALL-CAPITALIZATION ("SMALL-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 Index.

   VALUE STOCKS--  generally  considered to be stocks that are purchased because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.

STATISTICAL TERMINOLOGY

   PRICE/BOOK  RATIO--  a stock  value  measurement  calculated  by  dividing  a
company's stock price by its book value per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Book value per share is calculated by
subtracting a company's liabilities from its assets, then dividing that value by
the number of outstanding shares.)


ANNUAL REPORT                                                     GLOSSARY    21

[american century logo]
American
Century(reg.sm)

P.O. BOX 419200 
KANSAS CITY, MISSOURI 
64141-6200

INVESTOR SERVICES:  
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:  
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:   
1-800-634-4113 OR 816-753-1865

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS, INC.


INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI

THIS REPORT AND THE FINANCIAL  STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR THE
GENERAL  INFORMATION  OF OUR  SHAREHOLDERS.  THE  REPORT IS NOT  AUTHORIZED  FOR
DISTRIBUTION  TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED OR  ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.


AMERICAN CENTURY INVESTMENT SERVICES, INC.


9712           [RECYCLED LOGO]
SH-BKT-10466      RECYCLED
<PAGE>
                                     ANNUAL
                                     REPORT

                            [american century logo]
                                    American
                                Century(reg.sm)


                                OCTOBER 31, 1997

                                     BENHAM
                                      GROUP

                                   High-Yield


                                TABLE OF CONTENTS

Report Highlights .........................................................    1
Our Message to You ........................................................    2
Market Perspective ........................................................    3
Credit Review .............................................................    4
Performance & Portfolio Information .......................................    5
Management Q & A ..........................................................    6
Schedule of Investments ...................................................    8
Statement of Assets and Liabilities .......................................   10
Statement of Operations ...................................................   11
Statement of Changes in Net Assets ........................................   12
Notes to Financial Statements .............................................   13
Financial Highlights ......................................................   15
Independent Auditors' Report ..............................................   16
Retirement Account Information ............................................   17
Background Information
           Investment Philosophy & Policies ...............................   20
           Comparative Indices ............................................   20
           Lipper Category ................................................   20
           Investment Team Leaders ........................................   20
Glossary ..................................................................   21

       American Century  Investments  offers you nearly 70 fund choices covering
stocks,  bonds,  money markets,  specialty  investments and blended  portfolios.
We've organized our funds into three distinct groups,  based on investment style
and objectives, to help simplify your fund decisions. These groups appear below.

                   AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                American Century       Twentieth Century(reg. tm)
     Group(reg. tm)                 Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
     High-Yield

We welcome your comments or questions about this report.

See the back cover for ways to contact us by mail, phone or e-mail.

Twentieth  Century and American Century are registered marks of American Century
Services  Corporation.  Benham Group is a registered  mark of Benham  Management
Corporation.


                                                AMERICAN CENTURY INVESTMENTS


                                REPORT HIGHLIGHTS

MARKET PERSPECTIVE

*   Steady economic growth and low inflation created a favorable environment for
    U.S. bonds during the first ten months of 1997.

*   Bonds produced solid returns, with longer-term  securities performing better
    than short-term securities.

*   A vibrant  economy  and strong  demand  helped  high-yield  corporate  bonds
    outperform Treasury securities and other bonds during the period.

*   Treasury bonds  outperformed  high-yield bonds in October,  when a financial
    meltdown in Southeast  Asia led many investors to seek a "safe haven" in the
    Treasury market.

CREDIT REVIEW

*   A strong  economy and stock  market led to improved  credit  conditions  for
    high-yield corporate bonds.

*   Credit rating upgrades outpaced downgrades,  and defaults fell to historical
    lows.

*   The favorable  environment and increased  demand led to record new supply in
    the high-yield sector.

*   We  expect  to see a more  global  high-yield  market  going  forward,  with
    increasing issuance in Europe.

MANAGEMENT Q&A

*   From its inception on September 30, 1997, through October 31, 1997, the fund
    outperformed  the average  high-yield fund,  according to Lipper  Analytical
    Services.

*   The fund holds a diversified portfolio of high-yield corporate bonds and has
    an average maturity of approximately seven years.

*   Nearly all of the fund's securities are rated B for credit quality.

*   Looking   ahead,   we  think   high-yield   bonds  look   attractive   after
    underperforming the broader bond market in October

*   Going forward,  we will likely maintain the fund's current average maturity,
    but we plan to  further  diversify  the  fund's  portfolio  across  industry
    sectors as fund assets grow.

                 HIGH-YIELD

TOTAL RETURNS:                 AS OF 10/31/97
        Since Inception                -0.27%*

30-DAY SEC YIELD:                        7.41%

NET ASSETS:                      $11.1 million
        (AS OF 10/31/97)

INCEPTION DATE:                       9/30/97

* Not annualized.

Many of the investment  terms in this report are defined in the Glossary on page
21.


     ANNUAL REPORT                                     REPORT HIGHLIGHTS       1


                               OUR MESSAGE TO YOU

              [photo of James E. Stowers III and James M. Benham]

    We are proud to present our first  annual  report for the Benham  High-Yield
fund.  Opened  on  September  30,  1997,  the fund was  designed  for  long-term
investors who are looking for high current income and potentially higher returns
than  those  offered  by  more  traditional,  high-quality  bond  funds.  In the
following  pages,  the fund's  investment team provides details about the market
and how your fund was managed during the period.

    To help us  provide  better  investment  services,  we are  taking  steps to
strengthen our corporate team. In July,  American Century agreed to enter into a
business  partnership  with  J.P.  Morgan  & Co.,  Inc.,  which  will  become  a
significant minority shareholder of American Century Companies, Inc. J.P. Morgan
has been in business for more than 150 years, serving institutions,  governments
and individuals with complex financial needs.

    Within the framework of this proposed  relationship,  American  Century will
continue to operate as an independent  company.  Our corporate  management  team
will remain the same,  and the Stowers  family will retain voting control of the
company.  No changes in your fund's  investment  managers,  policies or fees are
anticipated as a result of this transaction.

    Another  step we took was to begin to  address  the year  2000  problem.  As
detailed in numerous news reports,  many of the world's  computer systems are at
risk because they cannot distinguish the year 2000 from the year 1900. A team of
computer  professionals  is  reviewing  each of American  Century's  systems and
programs to identify  and fix those that could  cause  problems.  Our goal is to
have all of our computer  systems and programs 100%  year-2000  compliant by the
end of 1998.

    On a more personal note, 1998 will be a landmark year for another reason. It
marks 40 years since Jim Stowers,  Jr. launched the first two Twentieth  Century
funds,  Growth and Select.  Not many fund companies have a 40-year track record,
nor have many built a fund family such as ours that  consist of nearly 70 stock,
bond,  money market and  diversified  funds to help you achieve  your  financial
goals.

    We're proud of the investment tools and services we can offer you, and we're
looking  forward to adding many more  distinctive  products  for your use in the
coming years.

    Sincerely,


/s/James E. Stowers III                  /s/James M. Benham
James E. Stowers III                     James M. Benham
Chief Executive Officer                  Vice Chairman
American Century Companies, Inc.         American Century Companies, Inc.


2      OUR MESSAGE TO YOU                     AMERICAN CENTURY INVESTMENTS


                               MARKET PERSPECTIVE

[line graph - data below]

HIGH-YIELD/TREASURY YIELD SPREAD

in basis points (a basis point equals 0.01%)

           High-Yield/Treasury
              Yield Spread
1/97             336
2/97             307
3/97             329
4/97             343
5/97             318
6/97             320
7/97             329
8/97             318
9/97             313
10/97            361

This chart shows the yield difference,  or spread,  between the bonds in the DLJ
High Yield Index and comparable Treasury securities.

Source: Donaldson, Lufkin & Jenrette


STRONG U.S. BOND RETURNS

    U.S. bonds produced  favorable returns during the first ten months of 1997.*
Despite  rising  yields early in the year,  bond yields fell overall  during the
period,  causing  bond prices to rise.  Long-term  securities,  which  typically
benefit the most from falling interest rates, performed better than shorter-term
securities.  For example,  the 30-year  Treasury bond returned 12.25% during the
ten-month period, while the two-year Treasury note posted a 5.46% return.

UNEXPECTEDLY LOW INFLATION

    Bond yields rose  throughout  the first quarter of 1997 and continued  their
upward  trend in April.  The U.S.  economy grew at a 5% annual rate in the first
quarter of the year, and this strong growth led to fears of rising inflation. To
head  off  the  perceived  threat  of  inflation,  the  Federal  Reserve  raised
short-term  interest  rates in March.  Rising yields in April  reflected  market
expectations for more Fed rate increases in 1997.

    Economic growth slowed to a 3.5% annual rate during the summer,  though this
was still a level of growth that has  historically  been  accompanied  by rising
prices. But the expected inflation never materialized--the  consumer price index
rose at an annual rate of just 1.8%  through the first ten months of 1997.  As a
result,  expectations  for future Fed rate increases  disappeared  from the bond
market, and bond yields declined steadily after peaking in mid-April.

HIGH-YIELD BONDS BEAT BROADER MARKET

    High-yield  corporate  bonds  outperformed  other  sectors of the U.S.  bond
market, including Treasury securities and investment-grade  corporate bonds. The
Merrill Lynch  High-Yield U.S.  Corporate Index returned 10.72% during the first
ten months of 1997,  while the Merrill  Lynch U.S.  Treasury/Agency  Index had a
return of 7.89%.

    Corporate  bonds  benefited  from  the  vibrant  national   economy,   which
strengthened U.S.  businesses and bolstered corporate profits. In the high-yield
sector, declining default rates gave an extra boost to lower-rated securities.

    The yield difference--or  spread--between  lower-quality corporate bonds and
Treasury securities  compensates  high-yield investors for the increased risk of
default.  As the accompanying  graph  illustrates,  this spread narrowed between
January and  September,  reflecting the reduced  default rates among  high-yield
bonds.

    In October,  a financial  meltdown in  Southeast  Asia led to greater  stock
market  volatility  around the world and caused many investors to seek refuge in
the relative  safety of U.S.  Treasury  securities.  As a result,  yield spreads
between  high-yield  corporate bonds and Treasury  securities widened in October
(see the graph).

* Although Benham  High-Yield Fund began  operations on September 30, 1997, this
overview covers the first ten months of 1997 to provide a broader perspective on
the market.


ANNUAL REPORT                                    MARKET PERSPECTIVE       3


                                  CREDIT REVIEW

    Credit  conditions  for  high-yield  corporate  bonds  improved in 1997. The
strength of the U.S.  economy  helped boost  corporate  profit  growth,  and the
rising stock market  encouraged  many  companies to issue new shares and use the
proceeds  to pay off some of their debt.  As a result,  credit  rating  upgrades
outpaced downgrades in the high-yield sector, and defaults dropped to historical
lows.

    Most of the credit upgrades among lower-quality  corporate bonds occurred in
the top rating  category  (securities  rated BB). In contrast,  the lower rating
categories (such as securities rated CCC) saw more downgrades than upgrades.

    After  seven  years of  economic  expansion,  corporate  balance  sheets are
strong,  and credit conditions are favorable.  Confidence in the strength of the
U.S.  economy and increased  demand for high-yield  securities has fueled a huge
amount of new issuance in this sector,  including  offerings  that may have been
considered  questionable five years ago.  Nonetheless,  credit quality among new
high-yield issues remains healthy.

    New high-yield  issuance is also spreading out around the globe.  Currently,
most new  high-yield  securities  are issued by  companies in either the U.S. or
developing  countries (known as "emerging  markets").  Going forward,  we expect
more  high-yield debt issuance in other parts of the world,  especially  Europe.
Increased  privatization  and merger activity,  combined with a greater investor
appetite for these  securities,  will likely lead to more issuance from European
corporations.

    In managing the High-Yield fund, we will continue to focus on careful credit
analysis.  The thorough  research of our credit team is an integral  part of the
security selection process for the fund.


4      CREDIT REVIEW                          AMERICAN CENTURY INVESTMENTS


                       PERFORMANCE & PORTFOLIO INFORMATION

                                                  LIFE OF FUND(1)
- -----------------------------------------------------------------------------
TOTAL RETURNS AS OF OCTOBER 31, 1997

High-Yield ......................................   -0.27%

DLJ High Yield Index ............................   -0.12%

Average High Current Yield Fund(2) ..............   -0.49%

- ----------
(1) Inception date was September 30, 1997.

(2)  According to Lipper Analytical Services.

See pages 20-21 for more information  about returns,  the comparative  index and
the Lipper category.


[line chart - data below]

GROWTH OF $10,000 OVER LIFE OF FUND
$10,000 investment made 9/30/97

                         Value on 10/31/97
                   High-Yield         DLJ High Yield
                   Bond Fund              Index
Sep-97              $10,000              $10,000
Oct-97               $9,973               $9,988

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

The line representing the fund's total return includes  operating expenses (such
as transaction costs and management fees) that reduce returns, while the index's
total return line does not.

PORTFOLIO AT A GLANCE
                                   10/31/97
Number of Securities                  32
Weighted Average Maturity          6.9 years
Average Duration                   5.0 years
Expense Ratio                       0.90%*

* Annualized.


YIELD AS OF OCTOBER 31, 1997
                                     30-DAY
                                       SEC
                                      YIELD
High-Yield                           7.41%

30-Day SEC Yield is defined in the Glossary on page 21.


ANNUAL REPORT                   PERFORMANCE & PORTFOLIO INFORMATION       5


                                 MANAGEMENT Q&A

    An  interview  with  Theresa  Fennell,  a  portfolio  manager  on the Benham
High-Yield fund investment team.

HOW DID THE FUND PERFORM?

    From its inception date on September 30, 1997, through October 31, 1997, the
fund posted a total return of -0.27%, compared with the -0.49% average return of
the 213 "High Current Yield Funds" tracked by Lipper Analytical  Services.  (See
the  Total  Returns  table on the  previous  page  for  other  fund  performance
comparisons.)

HOW WOULD YOU CHARACTERIZE THE FUND'S PERFORMANCE?

    The fund has only been in  operation  for a month,  so it's hard to draw any
meaningful  conclusions.  However,  the fund outperformed the average high-yield
fund despite  missing out on some  potential  income.  After the fund  commenced
operations  on September 30, we invested its assets  gradually  during the first
two weeks of October as we found attractively  valued  securities.  As a result,
the fund  missed out on some  interest  income  that it would have earned had it
been fully invested from the beginning.

HOW IS THE FUND'S PORTFOLIO CURRENTLY POSITIONED?

    The fund holds a diversified  portfolio of high-yield  corporate  bonds. The
biggest industry  represented in the fund's portfolio is the  telecommunications
industry (see the accompanying chart).  Telecommunications companies are issuing
most of the new supply in the  high-yield  market,  and their bonds tend to have
the highest yields.

WHAT ABOUT THE FUND'S AVERAGE MATURITY?

    It's  currently  about  seven  years.  We intend to keep the fund's  average
maturity in a range of 7-9 years,  while its  duration  will likely hover around
4.5 years.  We prefer to  maintain a  relatively  stable  intermediate  maturity
without  making any interest  rate bets.  Instead,  we try to add value  through
careful credit analysis and security selection.

WHAT ARE THE FUND'S CREDIT STANDARDS?

    The fund  will  focus  its  assets  in the  upper  tiers  of the  high-yield
universe, meaning primarily securities rated BB and B (see the chart on page 7).
The fund may also invest in CCC-rated  bonds, but we expect to hold few, if any,
of these securities.

    Each  security  considered  for  purchase is  evaluated  by a team of credit
analysts,  who  will  play a key  role  in  finding  undervalued  companies  and
attractive yields among low-rated corporate securities.

SPEAKING OF YIELD, WHAT ARE YOUR EXPECTATIONS FOR THE FUND'S YIELD?

    We expect the yield to be higher  going  forward than it is  currently.  The
fund's 30-day yield of 7.41%  reflects the first month of the fund's  existence,
when we were still gradually investing its assets.

    We're  aiming for a yield that is at least 250 basis  points (a basis  point
equals  0.01%)  higher than the yield of the 10-year  Treasury  bond.  Recently,
10-year  Treasury yields have hovered around 5.8%, so we would expect the fund's
yield to be more than 8% based on current market conditions. Of course, there is
no guarantee  that the fund will reach this yield,  and its yield will fluctuate
as interest rates and its holdings change.

TOP FIVE INDUSTRIES            % of fund investments
                                      As of
                                    10/31/97
Wireless Communications                 16%
Steel                                   14%
Energy                                  11%
Telephone Communications                10%
Metals & Mining                          9%


6      MANAGEMENT Q & A                       AMERICAN CENTURY INVESTMENTS


                                 MANAGEMENT Q&A

THE FUND CAN INVEST IN PREFERRED AND CONVERTIBLE  STOCKS.  DO YOU HAVE ANY PLANS
TO INVEST IN THESE SECURITIES IN THE NEAR FUTURE?

    No. Right now, the most attractive values are in the high-yield bond market,
so we'll likely keep the fund's assets in bonds for the time being.

HAS THE FUND BEEN AFFECTED BY THE RECENT FINANCIAL MELTDOWN IN SOUTHEAST ASIA?

    Not really. For the most part, we've avoided that area of the world,  though
we do hold one  security  issued by the  leading  paper  company  in  Indonesia.
Although this security, which is denominated in U.S. dollars,  declined in value
following the sell-off in October,  it makes up just 2% of the fund's portfolio,
so the impact on  overall  performance  was small.  We intend to hold on to this
security because we think the company is financially sound and well managed.

    One side effect of the problems in Southeast Asia is the potential impact on
U.S.  corporations  that do  business in the  region.  Concerns  about this have
affected the corporate bond market to some degree in recent weeks.

LOOKING AHEAD, WHAT IS YOUR OUTLOOK FOR THE HIGH-YIELD BOND MARKET?

    We  think  high-yield  corporate  bonds  look  relatively  attractive  after
underperforming the broader bond market in October. So far in November, Treasury
bonds have  continued to benefit from  investors  looking to escape global stock
market  volatility,  while corporate bonds have been fairly stable. As a result,
we are still seeing good value in the high-yield corporate market.

WHAT ARE YOUR PLANS FOR THE FUND OVER THE NEXT SIX MONTHS?

    We plan to maintain  its current  positioning,  with an average  maturity of
seven years. However, as the assets of the fund grow, we'll look to increase its
industry diversification.

    For now, though, telecommunications securities still make up approximately a
quarter of the fund's  portfolio.  These bonds have the most attractive  yields,
but they  also  involve  greater  risks--increased  competition  has led to more
merger-and-acquisition  activity as  companies  jockey for position in the brave
new world of  deregulated  local,  long-distance  and cellular  services.  We've
positioned   the   remaining  75%  of  the  fund's   portfolio   conservatively,
diversifying broadly across industry sectors.

[pie chart - data below]

PORTFOLIO COMPOSITION BY CREDIT RATING (as of 10/31/97)
AAA            3%
BB             4%
B             92%
Unrated        1%

See page 21 for credit rating guidelines.


     ANNUAL REPORT                                      MANAGEMENT Q & A       7

<TABLE>
<CAPTION>
                             SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997



Principal Amount                                                        Value
- ------------------------------------------------------------------------------------

CORPORATE BONDS

BANKING--2.6%

<S>              <C>                                               <C>    
                 $250,000   Bay View Capital Corp., 9.125%,
                                8/15/07                            $   258,125

                   40,000   Ocwen Capital Trust I, 10.875%,
                                8/1/27                                  42,400
                                                                 -------------------

                                                                         300,525
                                                                 -------------------

BUSINESS SERVICES & SUPPLIES--4.3%

                  500,000   Unicco Service/Finance, 9.875%,
                                10/15/07 (Acquired 10/14/97,
                                Cost $497,650)(1)                      502,500
                                                                 -------------------

CHEMICALS & RESINS--2.3%

                  250,000   Texas Petrochemical Corp.,
                                11.125%, 7/1/01                        275,000
                                                                 -------------------

COMPUTER SOFTWARE & SERVICES--2.4%

                  250,000   Unisys Corporation, 12.00%,
                                4/15/03                                281,875
                                                                 -------------------

ENERGY (PRODUCTION &
MARKETING)--10.9%

                 $250,000   Cross Timbers Oil Co., 8.75%,
                                11/1/09 (Acquired 10/21/97,
                                Cost $250,000)(1)                $     252,500

                  500,000   Kelley Oil & Gas Corp., 10.375%,
                                10/15/06                               522,500

                  500,000   Snyder Oil Corp., 8.75%,
                                6/15/07                                505,000
                                                                 -------------------

                                                                       1,280,000
                                                                 -------------------

ENVIRONMENTAL SERVICES--4.3%

                  500,000   Envirosource, Inc., 9.75%,
                                6/15/03                                503,125
                                                                 -------------------

HEALTHCARE--2.1%

                  250,000   Vencor, Inc., 8.625%, 7/15/07
                                (Acquired 10/9/97,
                                Cost $255,000)(1)                      245,000
                                                                 -------------------


Principal Amount                                                        Value
- ------------------------------------------------------------------------------------

MEDIA & BROADCASTING--5.6%

                  500,000   Fox Kids Worldwide Inc., 9.36%,
                                11/1/07 (Acquired 10/22/97,
                                Cost $303,070)(1)(2)                   283,750

                  500,000   Intl. Cabletel Inc., 9.11%,
                                2/1/06(2)                              367,500
                                                                 -------------------

                                                                       651,250
                                                                 -------------------

METALS & MINING--9.2%

                  500,000   Kaiser Aluminum & Chemical Corp.,
                                12.75%, 2/1/98                         538,125

                  500,000   Renco Metals Inc., 11.50%,
                                7/1/03                                 537,500
                                                                 -------------------

                                                                     1,075,625
                                                                 -------------------

PAPER & FOREST PRODUCTS--8.9%

                  500,000   Gaylord Container Corp., 9.75%,
                                6/15/07 (Acquired 9/30/97,
                                Cost $508,750)(1)                      510,000

                  250,000   Pindo Deli Fin Mauritius, 10.25%,
                                10/1/02 (Acquired 9/30/97,
                                Cost $253,125)(1)                      235,625

                  275,000   Printpack Inc., 10.625%, 8/15/06           292,875
                                                                 -------------------

                                                                       1,038,500
                                                                 -------------------

STEEL--13.5%

                 $500,000   Armco Inc., 9.00%, 9/15/07
                                (Acquired 10/3/97,
                                Cost $508,125)(1)                $     505,000

                  500,000   GS Technologies, 12.25%,
                                10/1/05                                561,250

                  500,000   Keystone Consolidated Industries,
                              Inc., 9.625%, 8/1/07
                                (Acquired 9/30/97 through
                                10/1/97, Cost $514,063)(1)             518,750
                                                                 -------------------

                                                                       1,585,000
                                                                 -------------------


See Notes to Financial Statements


8      SCHEDULE OF INVESTMENTS                AMERICAN CENTURY INVESTMENTS


                             SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997


Principal Amount                                                        Value
- ------------------------------------------------------------------------------------

TELEPHONE COMMUNICATIONS--9.9%

                  500,000   Intermedia Communications Inc.,
                                8.89%, 7/15/02(2)                      330,000

                  750,000   RCN Corp., 10.08%, 10/15/07
                                (Acquired 10/10/97,
                                Cost $436,740)(1)(2)                   436,875

                  500,000   Teleport Communications Group Inc.,
                                7.86%, 7/1/07(2)                       391,250
                                                                 -------------------

                                                                     1,158,125
                                                                 -------------------

TEXTILES & APPAREL--2.2%

                  250,000   Nine West Group Inc., 9.00%,
                                8/15/07 (Acquired 9/30/97,
                                Cost $253,125)(1)                      252,500
                                                                 -------------------

WIRELESS COMMUNICATIONS--16.3%

                  250,000   Metrocall, Inc., 10.375%, 10/1/07          254,375

                  250,000   Metrocall, Inc., 9.75%, 11/1/07
                                (Acquired 10/16/97,
                                Cost $250,000)(1)                      248,125

                  250,000   Microcell Telecommunications Inc.,
                                10.22%, 6/1/06(2)                      165,625

                  500,000   NEXTEL Communications, Inc.,
                                8.47%, 8/15/04(2)                      425,000

                  500,000   Telesystem International Wireless
                              Inc., 10.56%, 11/1/07
                               (Acquired 10/22/97,
                                Cost $299,575)(1)(2)                   271,250

                  500,000   Western Wireless Corp., 10.50%,
                                2/1/07                                 537,500
                                                                 -------------------

                                                                     1,901,875
                                                                 -------------------

TOTAL CORPORATE BONDS--94.5%                                        11,050,900
                                                                 -------------------
   (Cost $11,162,572)

TEMPORARY CASH INVESTMENTS

       Repurchase Agreement, Goldman Sachs & Co.,
              Inc., (U.S. Treasury obligations), in a joint
              trading account at 5.65%, dated 10/31/97,
              due 11/3/97 (Delivery value $545,257)                    545,000

       Repurchase Agreement, Morgan Stanley Group
              Inc., (U.S. Treasury obligations), in a joint
              trading account at 5.60%, dated 10/31/97,
              due 11/3/97 (Delivery value $100,047)                    100,000
                                                                 -------------------

TOTAL TEMPORARY CASH
INVESTMENTS--5.5%                                                      645,000
                                                                 -------------------
   (Cost $645,000)

TOTAL INVESTMENT SECURITIES--100.0%                                $11,695,900
                                                                 ===================
   (Cost $11,807,572)
</TABLE>

NOTES TO SCHEDULE OF INVESTMENTS

(1)   Security was purchased  under Rule 144A of the Securities Act of 1933 and,
      unless registered under the Act or exempted from registration, may only be
      sold  to  qualified  institutional   investors.  The  aggregate  value  of
      restricted   securities  at  October  31,  1997,  was  $4,261,875,   which
      represented  38.5% of net assets.  None of these securities are considered
      to be illiquid.

(2)   Step-coupon  security.  Yield to maturity at purchase is indicated.  These
      securities become interest bearing at a predetermined rate and future date
      and are purchased at a substantial discount from their value at maturity.

See Notes to Financial Statements


ANNUAL REPORT                               SCHEDULE OF INVESTMENTS       9


                       STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 1997

ASSETS

Investment securities, at value
  (identified cost of $11,807,572)
   (Note 3) .............................................         $  11,695,900

Cash ....................................................                74,470

Interest receivable .....................................               170,660
                                                                  -------------
                                                                     11,941,030
                                                                  -------------
LIABILITIES

Payable for investments purchased .......................               858,781

Payable for capital shares redeemed .....................                   673

Payable for management fees (Note 2) ....................                 8,215

Dividends payable .......................................                 1,369
                                                                  -------------
                                                                        869,038
                                                                  -------------
Net Assets ..............................................         $  11,071,992
                                                                  =============
CAPITAL SHARES,
$0.01 PAR VALUE

Authorized ..............................................           200,000,000
                                                                  =============
Outstanding .............................................             1,117,810
                                                                  =============
Net Asset Value Per Share ...............................         $        9.91
                                                                  =============
NET ASSETS CONSIST OF:

Capital (par value and paid in surplus) .................         $  11,183,664

Net unrealized depreciation on
  investments (Note 3) ..................................              (111,672)
                                                                  -------------
                                                                  $  11,071,992
                                                                  =============
See Notes to Financial Statements


10     STATEMENT OF ASSETS AND LIABILITIES     AMERICAN CENTURY INVESTMENTS


                             STATEMENT OF OPERATIONS

SEPTEMBER 30, 1997 (INCEPTION) THROUGH OCTOBER 31, 1997

INVESTMENT INCOME

Income:

Interest ................................................             $  77,934
                                                                      ---------

Expenses (Note 2):

Management fees .........................................                 8,462
                                                                      ---------

Net investment income ...................................                69,472
                                                                      ---------
UNREALIZED LOSS ON
INVESTMENTS (NOTE 3)

Change in net unrealized
depreciation on investments .............................              (111,672)
                                                                      ---------

Net unrealized
loss on investments .....................................              (111,672)
                                                                      ---------

Net Decrease in Net Assets
Resulting from Operations ...............................             $ (42,200)
                                                                      =========

See Notes to Financial Statements


ANNUAL REPORT                               STATEMENT OF OPERATIONS       11


                       STATEMENT OF CHANGES IN NET ASSETS

SEPTEMBER 30, 1997 (INCEPTION)  THROUGH OCTOBER 31, 1997


Increase in Net Assets                                                   1997

OPERATIONS

Net investment income ...................................          $     69,472

Change in net unrealized
  depreciation on investments ...........................              (111,672)
                                                                   ------------
Net decrease in net assets
  resulting from operations .............................               (42,200)
                                                                   ------------
DISTRIBUTIONS TO
SHAREHOLDERS

From net investment income ..............................               (69,472)
                                                                   ------------
CAPITAL SHARE TRANSACTIONS

Proceeds from shares sold ...............................            11,671,040

Proceeds from reinvestment
  of distributions ......................................                65,996

Payments for shares redeemed ............................              (553,372)
                                                                   ------------
Net increase in net assets
  from capital share transactions .......................            11,183,664
                                                                   ------------
Net increase in net assets ..............................            11,071,992

NET ASSETS

Beginning of period

End of period ...........................................          $ 11,071,992
                                                                   ============
TRANSACTIONS IN
SHARES OF THE FUND

Sold ....................................................             1,166,684

Issued in reinvestment
  of distributions ......................................                 6,666

Redeemed ................................................               (55,540)
                                                                   ------------
Net increase ............................................             1,117,810
                                                                   ============
See Notes to Financial Statements


12      STATEMENT OF CHANGES IN NET ASSETS     AMERICAN CENTURY INVESTMENTS


                          NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION--American  Century  Mutual  Funds,  Inc. (the  Corporation)  is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management  investment  company.  American Century - Benham High-Yield Fund (the
Fund) is one of the  thirteen  series of funds  issued by the  Corporation.  The
Fund's  investment  objective is to seek high  current  income by investing in a
diversified  portfolio of high-yielding  corporate bonds,  debentures and notes.
The Fund invests primarily in lower-rated debt securities,  which are subject to
greater credit risk and consequently offer higher yield. Securities of this type
are subject to substantial risks including price volatility,  liquidity risk and
default  risk.  The Fund is  authorized  to issue two  classes  of  shares:  the
Investor  Class  and  the  Advisor  Class.  The two  classes  of  shares  differ
principally in their respective  shareholder servicing and distribution expenses
and arrangements. All shares of the Fund represent an equal pro rata interest in
the assets of the class to which such shares belong,  and have identical voting,
dividend, liquidation and other rights and the same terms and conditions, except
for class specific  expenses and exclusive  rights to vote on matters  affecting
only  individual  classes.  Sale of the Advisor  Class had not  commenced  as of
October 31, 1997. The following significant accounting policies,  related to all
classes  of the Fund,  are in  accordance  with  accounting  policies  generally
accepted in the investment company industry.

    SECURITY  VALUATIONS--Portfolio  securities  are valued  through  valuations
obtained through a commercial  pricing service or at the mean of the most recent
bid and asked prices. When valuations are not readily available,  securities are
valued at fair value as determined in accordance with procedures  adopted by the
Board of Directors.

    SECURITY  TRANSACTIONS--Security  transactions are accounted for on the date
purchased  or  sold.  Net  realized  gains  and  losses  are  determined  on the
identified cost basis, which is also used for federal income tax purposes.

    INVESTMENT  INCOME--Interest  income is recorded  on the  accrual  basis and
includes amortization of discounts and premiums.

    REPURCHASE  AGREEMENTS--The  Fund may enter into repurchase  agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the board of  directors.  Each  repurchase  agreement  is recorded at
cost.  The  Fund  requires  that  the  securities   purchased  in  a  repurchase
transaction be transferred to the custodian in a manner sufficient to enable the
Fund to obtain those  securities in the event of a default under the  repurchase
agreement.  ACIM  monitors,  on a  daily  basis,  the  value  of the  securities
transferred to ensure the value,  including  interest,  of the securities  under
each  repurchase  agreement is equal to or greater than amounts owed to the Fund
under each repurchase agreement.

    JOINT  TRADING  ACCOUNT--Pursuant  to  an  Exemptive  Order  issued  by  the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.

    INCOME TAX  STATUS--It is the Fund's policy to distribute all net investment
income and net realized capital gains to shareholders  and to otherwise  qualify
as a regulated  investment  company under the provisions of the Internal Revenue
Code. Accordingly, no provision has been made for federal income taxes.

    DISTRIBUTIONS TO SHAREHOLDERS--Distributions  from net investment income are
declared daily and distributed  monthly.  Distributions  from net realized gains
are declared and paid annually.

    The  character  of  distributions  made during the year from net  investment
income  or  net  realized   capital   gains  may  differ  from  their   ultimate
characterization  for federal income tax purposes.  These differences are due to
differences  in the  recognition  of income  and  expense  items  for  financial
statement and tax purposes.

    ADDITIONAL  INFORMATION--Certain  officers and directors of the  Corporation
are also officers and/or directors, and, as a group, controlling stockholders of
American Century  Companies,  Inc., the parent of the  Corporation's  investment
manager,  ACIM,  the  Corporation's  distributor,  American  Century  Investment
Services,  Inc., and the Corporation's transfer agent, American Century Services
Corporation.

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of increases  and  decreases in net assets
from  operations  during the  period.  Actual  results  could  differ from these
estimates.


ANNUAL REPORT                         NOTES TO FINANCIAL STATEMENTS       13


                          NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997
- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

    The  Corporation  has entered  into a  Management  Agreement  with ACIM that
provides the Fund with investment  advisory and management  services in exchange
for a single,  unified management fee per class. The Agreement provides that all
expenses of the Fund, except brokerage commissions, taxes, interest, expenses of
those  directors who are not considered  "interested  persons" as defined in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will by paid by ACIM. The fee is computed daily and paid monthly based
on the Fund's class average  closing net assets during the previous  month.  The
annual  management  fee for the  Investor  Class and Advisor  Class is 0.90% and
0.65%, respectively.

    The Board of Directors has adopted a shareholder  services and  distribution
plan for the Advisor Class, pursuant to Rule 12b-1 of the Investment Company Act
of 1940. The Advisor Class Master  Distribution  and  Shareholder  Services Plan
provides that the Funds will pay ACIM an annual  distribution fee equal to 0.25%
and service fee equal to 0.25%.  The fees are  computed  daily and paid  monthly
based on the  Advisor  Class's  average  daily  closing  net  assets  during the
previous month.  The  distribution  fee provides  compensation  for distribution
expenses  incurred by financial  intermediaries  in connection with distributing
shares of the Advisor Class including,  but not limited to, payments to brokers,
dealers, and financial institutions that have entered into sales agreements with
respect  to  shares of the Fund.  The  service  fee  provides  compensation  for
shareholder  and  administrative  services  rendered by ACIM,  its affiliates or
independent third party providers.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

    Purchases of securities,  excluding short-term  investments,  for the period
September 30, 1997 (inception) through October 31, 1997, totaled $11,152,861.

    As of October 31, 1997, accumulated net unrealized  depreciation for federal
income tax purposes was $111,672,  which consisted of unrealized appreciation of
$29,107  and  unrealized   depreciation  of  $140,779.  The  aggregate  cost  of
investments  for  federal  income  tax  purposes  was the  same as the  cost for
financial reporting purposes.


14      NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS


                              FINANCIAL HIGHLIGHTS

                 For a Share Outstanding Throughout the Period Ended October 31

                                                                  Investor
                                                                   Class
                                                                  1997(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period ..................................           $    10.00
                                                                 ----------
Income From
Investment Operations

  Net Investment Income ..............................                 0.06

  Net Unrealized
  Loss on Investments ................................                (0.09)
                                                                 ----------
Total From
Investment Operations ................................                (0.03)
                                                                 ----------
Distributions

  From Net Investment Income .........................                (0.06)
                                                                 ----------
Net Asset Value, End of Period .......................           $     9.91
                                                                 ==========
  Total Return(2) ....................................                (0.27)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
   Average Net Assets ................................                 0.90%(3)

Ratio of Net Investment Income
  to Average Net Assets ..............................                 7.39%(3)

Portfolio Turnover Rate ..............................                 --

Net Assets, End
of Period (in thousands) .............................           $   11,072

- ----------
(1) September 30, 1997 (inception) through October 31, 1997.

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any. Total return is not annualized.

(3) Annualized.

See Notes to Financial Statements


ANNUAL REPORT                                  FINANCIAL HIGHLIGHTS       15


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders

American Century Mutual Funds, Inc.:

  We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of investments,  of American  Century - Benham High Yield
Fund (the "Fund"),  one of the funds  comprising  American Century Mutual Funds,
Inc.,  as of October 31, 1997,  and the related  statements  of  operations  and
changes in net  assets  for the  period  September  30,  1997  (commencement  of
operations)  through  October 31, 1997,  and the  financial  highlights  for the
period September 30, 1997 (commencement of operations) through October 31, 1997.
These financial  statements and the financial  highlights are the responsibility
of the Fund's  management.  Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our audit.

  We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1997 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

  In our opinion,  such financial  statements and financial  highlights  present
fairly, in all material  respects,  the financial position of American Century -
Benham High Yield Fund as of October 31,  1997,  the results of its  operations,
the changes in its net assets, and the financial  highlights for the period then
ended in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
November 26, 1997


 16     INDEPENDENT AUDITORS' REPORT           AMERICAN CENTURY INVESTMENTS


                         RETIREMENT ACCOUNT INFORMATION

    As required by law,  any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

    When you plan to  withdraw,  you may make your  election by  completing  our
Exchange/  Redemption form or an IRS Form W-4P. Call American Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

    Remember,  even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


ANNUAL REPORT                        RETIREMENT ACCOUNT INFORMATION       17


                                      NOTES


18      NOTES                                  AMERICAN CENTURY INVESTMENTS


                                      NOTES


ANNUAL REPORT                                                 NOTES       19


                             BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY & POLICIES

    The Benham Group  offers 38  fixed-income  funds,  ranging from money market
funds to long-term bond funds and including  both taxable and tax-exempt  funds.
Each fund is  managed  to  provide  a "pure  play" on a  specific  sector of the
fixed-income market. To ensure adherence to this principle,  the basic structure
of each fund's  portfolio  is tied to a specific  market  index.  Fund  managers
attempt  to add  value by making  modest  portfolio  adjustments  based on their
analysis of  prevailing  market  conditions.  Investment  decisions  are made by
management teams, which meet regularly to discuss market analysis and investment
strategies.

    In addition to these principles, each fund has its own investment policies:

    HIGH-YIELD  seeks to provide a high level of interest income by investing in
a  diversified  portfolio of  high-yielding  fixed-income  securities.  The fund
invests  primarily  in  lower-quality  corporate  bonds,  with  an  emphasis  on
securities rated BB or B. The fund has no average maturity  limitations,  but it
typically invests in intermediate-term bonds.

    Lower-rated bonds may be subject to greater default risk, liquidity risk and
price volatility.

COMPARATIVE INDICES

    The  index  listed  below  is  used  in  the  report  for  fund  performance
comparisons. It is not an investment product available for purchase.

    The DLJ HIGH YIELD  INDEX is a broad  index of  corporate  bonds with credit
ratings below investment grade. The index has an average maturity of 8 years and
an average credit rating of BB/B.

LIPPER CATEGORY

    LIPPER  ANALYTICAL  SERVICES,  INC. is an  independent  mutual fund  ranking
service that groups funds according to their investment  objectives.  The Lipper
category for High-Yield is:

    HIGH  CURRENT  YIELD  FUNDS--funds  that  aim at  high  current  yield  from
fixed-income  securities.  No quality or  maturity  restrictions;  funds tend to
invest in lower-grade debt issues.

- --------------------------------------------------------------------------------
INVESTMENT TEAM LEADERS
- --------------------------------------------------------------------------------
  Portfolio Manager                          Theresa Fennell
  Credit Research Manager                    Greg Afiesh
- --------------------------------------------------------------------------------

20      BACKGROUND INFORMATION                 AMERICAN CENTURY INVESTMENTS


                                    GLOSSARY

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

YIELDS

* 30-DAY SEC YIELD  represents net  investment  income earned by the fund over a
30-day period,  expressed as an annual percentage rate based on the fund's share
price at the end of the 30-day  period.  The SEC yield  should be regarded as an
estimate  of the  fund's  rate of  investment  income,  and it may not equal the
fund's  actual  income  distribution  rate,  the income paid to a  shareholder's
account, or the income reported in the fund's financial statements.

PORTFOLIO STATISTICS

* NUMBER OF SECURITIES--the  number of different  securities held by a fund on a
given date.

*  WEIGHTED  AVERAGE  MATURITY  (WAM)--a  measurement  of the  sensitivity  of a
fixed-income  portfolio to interest rate changes. WAM indicates the average time
until the securities in the portfolio  mature,  weighted by dollar  amount.  The
longer the WAM, the more interest rate  exposure and  sensitivity  the portfolio
has.

*  AVERAGE  DURATION--another  measure  of  the  sensitivity  of a  fixed-income
portfolio to interest rate changes.  Duration is a time-weighted  average of the
interest  and  principal  payments  of the  securities  in a  portfolio.  As the
duration  of a portfolio  increases,  so does the impact of a change in interest
rates on the value of the portfolio.

* EXPENSE RATIO--the  operating expenses of the fund,  expressed as a percentage
of average net assets.  Shareholders pay an annual fee to the investment manager
for  investment  advisory  and  management  services.  The expenses and fees are
deducted from fund income, not from each shareholder account. (See Note 2 in the
Notes to Financial Statements.)

TYPES OF FIXED-INCOME SECURITIES

* CORPORATE  BONDS--debt  securities  or  instruments  issued by  companies  and
corporations.  Short-term corporate securities are tyically issued to raise cash
and cover  current  expenses in  anticipation  of future  revenues;  longer-term
corporate  securities are issued to finance  capital  expenditures,  such as new
plant construction or equipment purchases.

CREDIT RATING GUIDELINES

    Credit ratings are issued by independent research companies such as Standard
& Poor's and Moody's.  Ratings are based on an issuer's  financial  strength and
ability to pay interest and principal in a timely manner.

    Securities  rated  AAA,  AA,  A,  or BBB are  considered  "investment-grade"
securities,  meaning they are relatively safe from default.  The High-Yield fund
invests in securities that are below investment grade,  including those with the
following credit ratings:

    BB--securities  that are less vulnerable to default than other lower-quality
issues but do not quite meet investment-grade standards.

    B--securities  that are more vulnerable to default than BB-rated  securities
but whose issuers are currently able to meet their obligations.

    CCC--securities  that are currently  vulnerable to default and are dependent
on  favorable  economic  or  business  conditions  for the issuers to meet their
obligations.

    It's  important to note that credit ratings are  subjective,  reflecting the
opinions of the rating agencies; they are not absolute standards of quality.


ANNUAL REPORT                                              GLOSSARY       21

[american century logo]
American
Century(reg.sm)

P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200

INVESTOR SERVICES:
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS, INC.


INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI


THIS  REPORT AND THE  STATEMENTS  IT  CONTAINS  ARE  SUBMITTED  FOR THE  GENERAL
INFORMATION OF OUR  SHAREHOLDERS.  THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED  OR  ACCOMPANIED  BY  AN  EFFECTIVE
PROSPECTUS.


AMERICAN CENTURY INVESTMENT SERVICES, INC.


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